<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or 240.14a-12
The Flight International Group, Inc.
- --------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14A-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14(a)-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
.......................................................................
2) Aggregate number of securities to which transaction
applies:
.......................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was determined):
.......................................................................
4) Proposed maximum aggregate value of transaction:
.......................................................................
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<PAGE> 2
5) Total fee paid:
.......................................................................
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the Date of its filing.
1) Amount Previously Paid:
..........................................................
2) Form, Schedule or Registration Statement No.:
..........................................................
3) Filing Party:
..........................................................
4) Date Filed:
..........................................................
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<PAGE> 3
THE FLIGHT INTERNATIONAL GROUP, INC.
Newport News/Williamsburg International Airport
Newport News, Virginia 23602
------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
------------------
Notice is hereby given that the Annual Meeting of Shareholders of The
Flight International Group, Inc. (the "Company") will be held at the Company's
offices at Newport News/Williamsburg International Airport, Newport News,
Virginia, on Thursday, December 14, 1995 at 10:00 a.m., or at any adjournment
thereof, to consider and vote upon the following matters, as more fully set
forth in the accompanying Proxy Statement:
1. To elect the Board of Directors
2. To ratify the selection of BDO Seidman, independent certified public
accountants, as the Company's independent auditors for the year ending
April 30, 1996.
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only shareholders of record at the close of business on October 27,
1995 are entitled to notice of and to vote at the Annual Meeting. Shareholders
who are unable to attend the Annual Meeting are requested to complete, date and
return the enclosed form of proxy and return it promptly in the envelope
provided.
Shareholders who attend the annual meeting may revoke their proxy and
vote their shares in person.
Ann P. Campbell
Secretary
Newport News, Virginia, U.S.A.
November ___, 1995
The Annual Report of the Company for the fiscal year ended April 30,
1995, including audited financial statements, is enclosed, but not a part of
the proxy solicitation material.
<PAGE> 4
THE FLIGHT INTERNATIONAL GROUP, INC.
Newport News/Williamsburg International Airport
Newport News, Virginia 23602
------------------
PROXY STATEMENT
------------------
GENERAL INFORMATION
PROXY SOLICITATION
This Proxy Statement is furnished to holders ("Shareholders") of
shares of the new common stock, par value $.01 per share ("Common Stock") of
The Flight International Group, Inc., a Georgia corporation (the "Company"), in
connection with the solicitation of proxies by the Board of Directors of the
Company for use at the Annual Meeting of Shareholders to be held on December
14, 1995 and at any adjournments thereof (the "Annual Meeting"), pursuant to
the accompanying Notice of Annual Meeting of Shareholders. The Annual Meeting
will be held on Thursday, December 14, 1995, at 10:00 A.M. local time, at
Newport News/Williamsburg International Airport, Newport News, Virginia.
It is proposed that at the Annual Meeting: (i) six directors be
elected; and (ii) the selection of BDO Seidman, independent certified public
accountants, as the Company's independent auditors for the year ending April
30, 1996 be ratified. Management currently is not aware of any other matters
which will come before the Annual Meeting. If any other matters properly come
before the Annual Meeting, the persons designated as proxies intend to vote in
accordance with their judgment on such matters.
Proxies for use at the Annual Meeting are being solicited by the Board
of Directors of the Company. Proxies will be mailed to Shareholders on or about
November 20, 1995, and will be solicited primarily by mail. Certain officers,
directors, employees and agents of the Company, none of whom will receive
additional compensation therefor, may solicit proxies by telephone, telegram or
other personal contact. The Company will bear the cost of the solicitation of
the proxies, including postage, printing and handling, and will reimburse the
reasonable expenses of brokerage firms and others for forwarding material to
beneficial owners of shares of Common Stock.
<PAGE> 5
REVOCABILITY AND VOTING OF PROXY
A form of proxy for use at the Annual Meeting and a return envelope
for the proxy are enclosed. Unless otherwise indicated on the form of proxy,
shares represented by any proxy in the enclosed form, if the proxy is properly
executed and received by the Company prior to the Annual Meeting, will be voted
for each of the nominees for director as shown on the form of proxy, and for
the ratification of the appointment of BDO Seidman as the Company's independent
auditors. Shareholders may revoke the authority granted by their execution of
proxies.
RECORD DATE AND VOTING RIGHTS
Shareholders of record at the close of business on October 27, 1995
are entitled to vote at the Annual Meeting. On that date, the Company had
outstanding and entitled to vote at the Annual Meeting 998,976 shares of Common
Stock, each entitled to one vote. The holders of a majority of the outstanding
shares of Common Stock, present in person or by proxy and entitled to vote,
will constitute a quorum at the Annual Meeting. Shares of Common Stock are
counted for quorum purposes if they are represented for any purpose at the
meeting other than solely to object to holding the meeting or transacting
business at the meeting. Assuming a quorum is present, for the election of
directors a plurality of the shares voting must vote in the affirmative. The
approval of any other matter coming before the meeting requires that a majority
of the shares voting must vote in the affirmative. Abstentions and broker
non-votes are neither counted for purposes of determining the number of
affirmative votes required for approval of proposals nor voted for or against
matters presented for shareholder consideration. Consequently, so long as a
quorum is present, abstentions and broker non-votes have no effect on the
outcome of any vote.
BENEFICIAL OWNERSHIP OF COMMON STOCK BY
CERTAIN STOCKHOLDERS AND MANAGEMENT
The following table sets forth information as of September 20, 1995,
regarding the beneficial ownership of the Company's Common Stock of (i) each
person known by the Company to own beneficially more than 5% of the Company's
outstanding Common Stock; (ii) each director of the Company, and (iii) all
directors and officers of the Company as a group. Except as otherwise
specified, the named beneficial owner has sole voting and investment power.
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<PAGE> 6
<TABLE>
<CAPTION>
Name and Amount and
Address of Nature of
Beneficial Beneficial
Owner Ownership Percent of Class
- ----------- ---------- ----------------
<S> <C> <C>
Flight Partners Limited, L.P. ("FPL") 60,000 6.01%
c/o Lincolnshire Management, Inc.
780 Third Avenue
New York, NY 10017
Attention: Mr. William F. Wolffer, Jr.
Michigan National Bank 81,200 8.13%(1)
2777 Inkster Road
Mail Code 10-60
Farmington Hills, MI 48334-5326
Attention: Otto Wilhelm, Vice President
Roan Corp. 87,500 8.76%(1)(2)
177 Bovet Road, Suite 520
San Mateo, CA 94402
SouthTrust Bank of Alabama, N.A. 82,400 8.25%(1)
112 N. 20th Street, 3rd Floor
Birmingham, AL 35203
Attention: Mr. Lee Brown, Senior V.P.
David E. Sandlin 195,000 19.5%
c/o The Flight International Group, Inc.
Newport News/Williamsburg
International Airport
Newport News, Virginia 23602
Wayne M. Richmon 50,000 5.0%
c/o The Flight International Group, Inc.
Newport News/Williamsburg
International Airport
Newport News, Virginia 23602
Gary D. Reinhart - 0 - ---
c/o The Flight International Group, Inc.
Newport News/Williamsburg
International Airport
Newport News, Virginia 23602
</TABLE>
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<PAGE> 7
<TABLE>
<S> <C> <C>
Ann P. Campbell - 0 - ---
c/o The Flight International Group, Inc.
Newport News/Williamsburg
International Airport
Newport News, Virginia 23602
C. Lofton Fouts, Jr. - 0 - ---
6690 Knollwood Circle
Douglasville, GA 30135
John R. Bone 145,000 14.5%
P.O. Box 217, 64 College Street
Newman, GA 30263
James N. Lingan - 0 - ---
2531 Jefferson Davis Highway
Building NC3
Arlington, VA 22202
Vice Admiral
Richard M. Dunleavy (Ret.) - 0 - ---
2220 Sandpiper Road
Virginia Beach, VA 23456
ALL DIRECTORS AND
EXECUTIVE OFFICERS
AS A GROUP (8 individuals) 390,000 39.0%
</TABLE>
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(1) Pursuant to the Plan, 510,000 shares of New Common Stock were issued
to unsecured creditors and certain other claimants of the Chapter 11 Entities,
including these shareholders (the "Creditor Shareholders"). The Company
disputed, however, claims to approximately 200,000 of such shares to certain
creditors. As to these disputed claims, the Company is holding stock
certificates issued to these creditors (on the basis of assuming that these
creditors' claims were wholly justified), and is currently attempting to
resolve such disputes in the Bankruptcy Court. As of the date of filing of
this Proxy Statement, the Company has resolved claims relating to approximately
78% of all disputed claims, leaving only four creditors' claims being
unresolved. The resolution of such disputes will result in fewer shares being
delivered to such creditors than were issued pursuant to the Plan and which are
being held by the Company. The shares which will not be delivered to these
creditors will be cancelled and reissued pro rata to the remaining Creditor
Shareholders, including certain of these shareholders, whose absolute and
percentage ownership would thereby increase. Reference is made to the Company's
Annual Report for the fiscal year ended April 30, 1995 enclosed herewith for
definitions of the terms Plan, Creditor Shareholders and Chapter 11 Entities,
all of which definitions are incorporated herein by reference.
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<PAGE> 8
(2) In July, 1995, the Company settled its disputed claim with Roan, which
will relinquish all 87,500 shares of New Common Stock described above. These
shares will be redistributed to the Creditor Shareholders as described in
footnote 1 above.
-----------------------------------------
PROPOSAL NUMBER 1
ELECTION OF SIX DIRECTORS
-----------------------------------------
Six directors (constituting the entire Board of Directors) are to be
elected at the Annual Meeting. Unless otherwise specified, the enclosed proxy
will be voted in favor of the persons named below to serve until the next
annual meeting of shareholders and until their successors have been duly
elected and qualified. If any of these nominees becomes unavailable for any
reason, or if a vacancy should occur before the election, the shares
represented by the proxy will be voted for the person, if any, who is
designated by the Board of Directors to replace the nominee or to fill the
vacancy on the Board. All nominees have consented to be named and have
indicated their intent to serve if elected. The Board of Directors has no
reason to believe that any of the nominees will be unable to serve or that any
vacancy on the Board of Directors will occur.
The nominees, their ages, the year in which each became a director and
their principal occupations or employment during the past five years are:
<TABLE>
<CAPTION>
YEAR FIRST
BECAME PRINCIPAL OCCUPATION
NAME AGE DIRECTOR DURING THE PAST FIVE YEARS
- ---- --- ---------- ---------------------------------------------
<S> <C> <C> <C>
David E. Sandlin 51 1994 David E. Sandlin has been a director,
President and Chairman of the Board of the
Company since March 1994, and was formerly
President of Flight International's Sales and
Leasing Division. Mr. Sandlin has been
involved in aircraft marketing and management
since 1978. He has worked in various
capacities for Cessna and Dassault and has
extensive experience with Learjets. In 1990,
he founded DESCO Aviation Consultants
International ("DESCO") and is an officer,
director and 50% shareholder of Maritime
Sales & Leasing, Inc. ("Maritime"), a major
lessor of turbine aircraft. Maritime has
leased a total of
</TABLE>
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<PAGE> 9
<TABLE>
<S> <C> <C> <C>
eight aircraft to Flight International, Inc.,
a wholly owned subsidiary of the Company
("FII"). Prior to FII's sale of Flight
International Aviation Training Center, Inc.
("FIATC"), Maritime had leased certain
aircraft and a simulator to FIATC. Maritime
also leases aircraft to Sentel Corp., which
has been both a customer and competitor of
FII. FII also is a subcontractor of Sentel
Corp. for contract flying services.
Wayne M. Richmon 38 1995 Wayne M. Richmon is a director, Executive
Vice President, Treasurer and Chief Financial
Officer of the Company, and joined the
Company in 1993. Prior to joining the
Company, he served previously as Chief
Financial Officer for American Systems
Engineering Company and held management
positions at two national "big six"
accounting firms, specializing in government
contract and consulting services. Mr.
Richmon is a CPA registered in the State of
Virginia.
C. Lofton Fouts, Jr. 63 1995 Mr. Fouts has been a director since 1995. He
has been involved in the aviation industry
for 29 years, having written the original
Piper Flite Center training syllabus, the
first standardized flight program used
nationwide in the general aviation industry.
In 1988, Mr. Fouts formed Lofton Fouts &
Associates, Inc., a general aviation
consulting business specializing in sales,
acquisitions and mergers of fixed base
operations and related aviation businesses.
James N. Lingan 48 1995 Mr. Lingan is a senior manager with KPMG Peat
Marwick LLP in Washington, D.C. Mr. Lingan
supervises a staff which provides
</TABLE>
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<PAGE> 10
<TABLE>
<S> <C> <C> <C>
consulting and advisory services to Department of
Defense weapons acquisitions programs. Mr. Lingan
served more than 10 years in the United States Navy
and is a Captain in the Navy Reserve.
Vice Admiral Richard M. Dunleavy 62 1995 Admiral Dunleavy was formerly Assistant Chief
of Naval Operations (Air Warfare). Admiral
Dunleavy joined the Staff of the Chief of
Naval Operations in 1976. From 1978 to 1979
he was Commanding Officer of the USS
Ponchatoula and assumed command of the USS
Coral Sea in 1979. In 1981 he was selected
as Commander of U.S. Naval Forces in the
Philippines and later became Commander,
Carrier Group FOUR/Commander Striking Force
Atlantic. From 1986 to 1989 he was
Commander, Naval Air Force, U.S. Atlantic
Fleet. Admiral Dunleavy's military awards
include a Distinguished Service Medal, three
Legions of Merit, eight Air Medals and four
Navy Commendation Medals.
John R. Bone 44 1995 Mr. Bone is a director of Global Jet, a
corporate aircraft sales and brokerage firm,
and is an officer, director and 50%
shareholder of Maritime. Mr. Bone studied
aeronautical engineering at Northrup
University. He is an A&P mechanic, has
worked as Chief Pilot for major U.S.
companies and currently is a pilot with a
major United States airline. Global Jet,
with Mr. Bone, has been instrumental in
developing the fleet of Learjets for Phoenix
Air Group, a competitor of FII.
</TABLE>
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<PAGE> 11
EXECUTIVE COMPENSATION
The following table reflects the aggregate cash compensation,
including bonuses and deferred compensation for all services in all capacities
to the Company during the fiscal year ended April 30, 1995 for the Chief
Executive Officer of the Company and the four highest paid executive officers
whose aggregate remuneration exceeded $100,000.
<TABLE>
<CAPTION>
Annual Compensation
--------------------------------------
Name and Other All
Principal Annual Other
Position Year Salary Compensation Compensation
- -------- ---- ------ ------------ ------------
<S> <C> <C> <C> <C>
David E. Sandlin
Chairman, President,
Director 1995 $89,612.39(1) (2) (3)
Wayne M. Richmon
Executive Vice President,
Treasurer, Chief Financial
Officer, Director 1995 $71,692.29(4) (5) (6)
</TABLE>
- -----------------
(1) Pursuant to an Employment Agreement, dated as of January 3, 1995, by
and between the Company and David E. Sandlin (the "Sandlin
Agreement"), Mr. Sandlin received a salary at an annual rate of
$100,000 from the effective date of such agreement through the end of
the fiscal year ended April 30, 1995.
(2) The Sandlin Agreement provides for certain perquisites, including an
apartment in Newport News, Virginia, travel costs to and from his home
in Atlanta, Georgia and an automobile in Newport News. The aggregate
cost of these items for the fiscal year ended April 30, 1995 was
$22,466.00.
(3) As part of the Plan, Mr. Sandlin purchased, for an aggregate of
$145,000, 145,000 shares of Common Stock. In addition, as part of the
Plan, as incentive compensation to Mr. Sandlin, he was issued 50,000
shares of Common Stock (the "Sandlin Incentive Stock"). Mr. Sandlin
is an officer, director and 50% shareholder of Maritime. Maritime has
leased a total of eight aircraft to FII. Prior to FII's sale of
FIATC, Maritime had leased certain aircraft and a simulator to FIATC.
Maritime also leases aircraft to Sentel Corp., which has been a
competitor of FII and a maintenance and parts customer of FII. FII
also is a subcontractor of Sentel Corp. for contract flying services.
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<PAGE> 12
(4) Pursuant to an Employment Agreement, dated as of January 3, 1995, by
and between the Company and Wayne M. Richmon (the "Richmon
Agreement"), Mr. Richmon received a salary at an annual rate of
$80,000 from the effective date of such agreement through the end of
the fiscal year ended April 30, 1995.
(5) The Richmon Agreement provides for certain perquisites, the aggregate
amount of which is less than $50,000 and less than 10% of the annual
salary set forth in footnote 4.
(6) As part of the Plan, as incentive compensation to Mr. Richmon, he was
issued 50,000 shares of Common Stock (the "Richmon Incentive Stock").
THE FLIGHT INTERNATIONAL GROUP, INC. 401(k) PLAN
On November 1, 1989, the Company terminated the 401(k) portion of its
Employee Savings and Stock Ownership Plan (the "ESSOP Plan") and adopted a plan
in the form of the Prudential Retirement Accumulation 401(k) plan, known as The
Flight International Group, Inc. 401(k) Plan (the "401(k) Plan").
The 401(k) Plan is a defined contribution plan sponsored by the
Company. The 401(k) Plan covers all eligible employees of the Company.
Employees become eligible to participate upon completing one year of service in
a job classification not subject to a collective bargaining agreement. One
year of service is defined as any consecutive 12 month period in which the
employee works 1,000 hours.
Participants may elect to have up to 15% of their compensation
contributed to the 401(k) Plan, up to the maximum allowed by law.
Contributions to the 401(k) Plan are matched by the Company at the rate of 25%
of the first 4% of employees' contributions. All employee contributions,
rollover contributions and earnings thereon are 100% vested. Company
contributions vest at a rate of 20% per year. The participant may designate
his contribution and employer matching contributions to be invested in any
combination of seven money market, stock or bond funds maintained by the
Trustee. After a participant dies or retires, the participant or his
beneficiary is entitled to receive the entire vested balance of his account.
The Company reserves the right to amend or terminate the 401(k) Plan
at any time. If the 401(k) Plan is terminated, each participant is then vested
with the amount in his account. The Company contributed $13,482 and $19,765 to
the 401(k) Plan in fiscal years 1995 and 1994, respectively.
The 401(k) Plan has applied for, but not yet received, a determination
letter exempting it from Federal income taxes.
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<PAGE> 13
DIRECTORS' COMPENSATION
Directors who are not members of management or affiliates thereof
receive $1,000 for each Board meeting attended, plus out-of-pocket expenses
incurred in connection with such attendance. Members of management and
affiliates thereof who are directors do not receive separate compensation
therefor.
EMPLOYMENT AGREEMENTS
The Sandlin Agreement
The Sandlin Agreement continues for a term which expires December 31,
1996, provided, that the Sandlin Agreement is renewed automatically from year
to year thereafter unless either party gives notice of termination. Mr.
Sandlin's base salary is $100,000 per year (subject to increases by the Board
of Directors taking into consideration certain factors specified therein). Mr.
Sandlin is reimbursed for all necessary and reasonable expenses incurred in
performing under the Sandlin Agreement and certain other expenses specified
therein (including without limitation for the cost of an apartment and
automobile for his use in Newport News, Virginia and his travel expenses to and
from his home in Atlanta, Georgia and Newport News). He is also entitled to
participate in any benefit programs which the Company may establish. The
Sandlin Agreement also confirms the Company's agreement to issue the Sandlin
Incentive Stock.
The Company may terminate the Sandlin Agreement for "cause" (as
defined therein), in the event of the death or disability of Mr. Sandlin or at
any time after delivery to Mr. Sandlin of a written notice of termination. Mr.
Sandlin may terminate the Sandlin Agreement on sixty (60) days' written notice
for, among other things, a reduction in his base salary below that in existence
upon signing (or other material breach by the Company), the relocation of the
Company's offices and the assignment of duties inconsistent with his position
or material adverse alteration in the nature or status of his responsibilities
or conditions of employment (including without limitation material reductions
in vacation or material increase in overnight travel obligations not reasonably
required).
In the event that the Sandlin Agreement is terminated by the Company
for cause or in the event of death or disability, or in the event Mr. Sandlin
terminates the Sandlin Agreement other than in connection with a change in
control, Mr. Sandlin receives his salary, expense reimbursements and other
benefits through the date of termination, in addition to any applicable
insurance benefits.
In the event of a termination by the Company not for cause, death or
disability, or in the event Mr. Sandlin terminates the Sandlin Agreement in
connection with a change in control, Mr. Sandlin receives the amounts described
above plus a lump sum severance payment equal to 100% of his annual base salary
at the rate in effect at the time notice of termination is given. In this
circumstance, the Company, for one year after termination, also will provide
Mr. Sandlin with life and health insurance benefits substantially similar to
those he was receiving immediately prior
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<PAGE> 14
to the notice of termination. A change in control is deemed to have occurred
in the event of a sale of the Company or merger of the Company with another
business pursuant to which any person or entity other than certain specified
entities (these are Maritime, Global Jet, and DESCO) become beneficial owners
of capital stock of the Company.
The Sandlin Agreement prohibits Mr. Sandlin, during the term of the
Sandlin Agreement and for one year thereafter, from serving as an employee,
owner, partner, agent, director, officer, consultant or shareholder (except
ownership of 5% or less of most public companies) of a business which is
materially in competition with the business of the Company, but this provision
can be modified by formal resolution of at least 75% of the Board of Directors
(excluding Mr. Sandlin). The Company agrees to indemnify Mr. Sandlin against
reasonable expenses, liabilities and losses incurred or suffered by him in
connection with his service to the Company.
The Richmon Agreement
The Richmon Agreement continues for a term which expires December 31,
1996, provided, that the Richmon Agreement is renewed automatically from year
to year thereafter unless either party gives notice of termination. Mr.
Richmon's base salary is $80,000 per year (subject to increases by the Board of
Directors taking into consideration certain factors specified therein). Mr.
Richmon is reimbursed for all necessary and reasonable expenses incurred in
performing under the Richmon Agreement and certain other expenses specified
therein. He is also entitled to participate in any benefit programs which the
Company may establish. The Richmon Agreement also confirms the Company's
agreement to issue the Richmon Incentive Stock.
The Company may terminate the Richmon Agreement for "cause" (as
defined therein), in the event of the death or disability of Mr. Richmon or at
any time after delivery to Mr. Richmon of a written notice of termination. Mr.
Richmon may terminate the Richmon Agreement on sixty (60) days' written notice
for, among other things, a reduction in his base salary below $80,000 (or other
material breach by the Company), the relocation of the Company's offices and
the assignment of duties inconsistent with his position or material adverse
alteration in the nature or status of his responsibilities or conditions of
employment.
In the event that the Richmon Agreement is terminated by the Company
for cause or in the event of death or disability, or in the event Mr. Richmon
terminates the Richmon Agreement other than in connection with a change in
control, Mr. Richmon receives his salary, expense reimbursements and other
benefits through the date of termination, in addition to any applicable
insurance benefits.
In the event of a termination by the Company not for cause, death or
disability, or in the event Mr. Richmon terminates the Richmon Agreement in
connection with a change in control, Mr. Richmon receives the amounts described
above plus a lump sum severance payment equal to 100% of his annual base salary
at the rate in effect at the time notice of termination is given. In this
circumstance, the Company, for one year after termination, also will provide
Mr. Richmon
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<PAGE> 15
with life and health insurance benefits substantially similar to those he was
receiving immediately prior to the notice of termination. A change in control
is deemed to have occurred in the event of a sale of the Company or merger of
the Company with another business pursuant to which any person or entity
becomes beneficial owner of capital stock of the Company.
The Richmon Agreement prohibits Mr. Richmon, during the term of the
Richmon Agreement and for one year thereafter, from serving as an employee,
owner, partner, agent, director, officer, consultant or shareholder (except
ownership of 5% or less of most public companies) of a business which is
materially in competition with the business of the Company. The Company
agrees to indemnify Mr. Richmon against reasonable expenses, liabilities and
losses incurred or suffered by him in connection with his service to the
Company.
THE BOARD OF DIRECTORS OF THE COMPANY DEEMS PROPOSAL NO. 1, THE
ELECTION AS DIRECTORS OF THE SIX NOMINEES LISTED ABOVE, TO BE IN THE BEST
INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS AND RECOMMENDS A VOTE "FOR"
APPROVAL THEREOF.
------------------------------
PROPOSAL NUMBER 2
ELECTION OF AUDITORS
------------------------------
The Shareholders will be asked to ratify the appointment of the firm
of BDO Seidman, independent certified public accountants, as auditors of the
Company for the fiscal year ended April 30, 1996. A representative of BDO
Seidman will be present at the Annual Meeting, have an opportunity to make a
statement if he so desires, and be available to respond to appropriate
questions from Shareholders.
THE BOARD OF DIRECTORS OF THE COMPANY DEEMS PROPOSAL NO. 2 TO BE IN
THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS AND RECOMMENDS A VOTE
"FOR" APPROVAL THEREOF.
The Board of Directors is not aware that any matters other than those
set forth herein will come before the Annual Meeting. Should any matters
requiring the vote of the Shareholders arise, it is intended that shares
represented by proxies will be voted in respect thereof in accordance with the
discretion of the person or persons holding the proxy.
SUBMISSION OF PROPOSALS OF SHAREHOLDERS
Proposals of Shareholders intended to be presented at the Company's
1996 Annual Meeting of Shareholders must be received at the Company's offices
at Newport News/Williamsburg Airport, Newport News, Virginia 23602, Attention:
Ann P. Campbell,
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<PAGE> 16
Corporate Secretary, no later than May 15, 1996, to be considered for inclusion
in the proxy statement and form of proxy for that meeting.
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<PAGE> 17
The Flight International Group, Inc.
Newport News/Williamsburg International Airport
Newport News, Virginia 23602
-------------------
PROXY
-------------------
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE FLIGHT INTERNATIONAL GROUP,
INC.'S BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
DECEMBER 14, 1995 FOR SHAREHOLDERS OF RECORD OCTOBER 27, 1995.
The undersigned, being a holder of shares of New Common Stock, par value $.01
per share, of The Flight International Group, Inc., a Georgia corporation (the
"Company"), hereby designates David E. Sandlin, Wayne M. Richmon or Ann P.
Campbell his proxy, with full power of substitution in the premises, to vote at
an annual meeting of shareholders of the Company to be held at the Company's
offices at Newport News/Williamsburg International Airport, Newport News,
Virginia 23602, on December 14, 1995 at 10:00 a.m., or at any adjournment
thereof, as follows:
1. ELECTION OF DIRECTORS
Nominees: David E. Sandlin, Wayne M. Richmon, C. Lofton Fouts, John R.
Bone, James N. Lingan and Vice Admiral Richard M. Dunleavy
VOTE FOR all nominees listed above, except vote withheld from the
- ---- following nominees (if any):
VOTE WITHHELD from all nominees listed.
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2. RATIFY THE APPOINTMENT OF BDO SEIDMAN AS THE COMPANY'S INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDED APRIL 30, 1996.
VOTE FOR VOTE AGAINST ABSTAIN
- ---- ---- ----
3. To transact such other business as may properly come before the meeting or
any adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER(S). THE FAILURE TO FILL IN THE CHOICES INDICATED
ABOVE WILL AUTHORIZE THE PROXIES TO VOTE FOR THE PROPOSALS TO BE BROUGHT BEFORE
THE MEETING.
(Please Date and Sign on Reverse Side)
<PAGE> 18
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign full
corporate name by president or other authorized officer. If a partnership,
please sign in partnership name by authorized person. It is understood that
this proxy may be revoked at any time insofar as it has not been exercised and
that the shares may be voted in person if the undersigned attends the meeting.
NUMBER OF SHARES:
-------------------------------------
DATED:
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SIGNATURE OF STOCKHOLDER
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SIGNATURE IF HELD JOINTLY
PLEASE ENTER YOUR SOCIAL SECURITY NUMBER OR FEDERAL
EMPLOYEE IDENTIFICATION NUMBER HERE:
SOCIAL SECURITY OR FEI NO.:
---------------------------
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
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