<PAGE>
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A No. 2
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____to____.
Commission file number 0-22526
TOWER AIR, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-2621046
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Hangar No. 17
J.F.K. International Airport
Jamaica, N.Y. 11430
(Address of principal executive offices) (Zip Code)
(718) 553-4300
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- ---------------------
Common Stock, par value $.01 per share NASDAQ National Market
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. [_]
The aggregate market value of Common Stock, par value $.01 per share,
held by non-affiliates (based upon the closing sale price on the NASDAQ National
Market) on February 28, 1997 was approximately $11,337,938. As of February
28, 1997, there were 15,290,006 shares of Common Stock, par value $.01 per
share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement in connection with the registrant's
1997 Annual Meeting of Stockholders to be filed within 120 days of the close of
registrant's fiscal year are incorporated by reference into Part III.
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EXPLANATORY NOTE
This document is being filed to correct the amount set forth under Item 5-02(31)
in Exhibit 27, the Financial Data Schedule, to the Registrant's Form 10-K filed
in electronic format on March 28, 1997. Please note that the Registrant filed
via electronic format a Form 10-K/A No. 1 on April 7, 1997 which contained
certain exhibits previously submitted under cover of Form SE on March 31, 1997
pursuant to a Rule 201 temporary hardship exemption.
1
<PAGE>
PART IV
Item 14. Exhibits, Financial Statements Schedules and Reports
on Form 8-K.
Item 14(a)1 and 2. Financial Statements and Schedules. See "Index to Financial
Statements and Financial Statement Schedules" on p.F-1.
Item 14(a)3. Exhibits
3(1)* Restated Certificate of Incorporation of the
Company
3(2)* By-Laws of the Company
10(1)* Employment Agreement between the Company and Morris
K. Nachtomi
10(2)** Employment Agreement between the Company and Ramesh
Punwani
10(3)* Tower Air 1993 Long-Term Incentive Plan
10(4)* Tower Air, Inc. Executive Annual Incentive Plan
10(5)** Heller Financial Inc.- Loan and Security Agreement,
Dated December 1, 1996
10(6)** Heller Financial Inc.- First Amendment to Loan and
Security Agreement, Dated January 31, 1997
10(7)** Heller Financial Inc.- Second Amendment to Loan and
Security Agreement, Dated March 13, 1997
10(8)** Sanwa Business Credit Corp.- Trust Agreement and
Supplement, Dated October 1, 1996
10(9)** First Security Bank, National Association - Aircraft
and Airframe Purchase and Sale Agreement,
Dated October 1, 1996
10(10)** Finova Capital Corporation - Consolidated Aircraft
and Engine Loan and Security Agreement,
Dated March 25, 1996
10(11)** Finova Capital Corporation - $20,000,000 Loan
Secured by Two B747 Aircraft and Eight Engines,
Dated January 30, 1996
10(12)** Finova Capital Corporation- First Amendment to
Consolidated Aircraft and Engine Loan and Security
Agreement, Dated May 8, 1996
2
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11*** Computation of Net Income Per Share
27**** Financial Data Schedule for the year ended December
31, 1996
- ------------------
* Previously filed as an Exhibit to the Registrant's Registration Statement
on Form S-1 (File No. 33-69148) or amendments thereto and incorporated by
reference herein.
** Previously filed in electronic format with the Registrant's Form 10-K/A
No. 1 on April 7, 1997.
*** Previously filed in electronic format with the Registrant's Form 10-K on
March 28, 1997.
**** Filed herewith.
Item 14(b). Registrant filed no reports on Form 8-K during the last quarter of
the period covered by this report.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: April 15, 1997 TOWER AIR, INC.
By:/s/ MORRIS K. NACHTOMI
----------------------------
Morris K. Nachtomi
President, Chief Executive
Officer and Chairman of the
Board of Directors
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on April 15, 1997 on behalf of the
Registrant and in the capacities indicated.
<TABLE>
<S> <C>
/s/ MORRIS K. NACHTOMI President, Chief Executive
- ---------------------------------- Officer and Chairman of the
Morris K. Nachtomi Board of Directors (Principal
Executive Officer)
/s/ RAMESH PUNWANI Chief Financial Officer and
- ----------------------------------- Vice President-Finance (Principal
Ramesh Punwani Financial and Accounting Officer)
/s/ STEPHEN L. GELBAND Director
- ---------------------------------
Stephen L. Gelband
/s/ STEPHEN A. OSBORN Director
- ---------------------------------
Stephen A. Osborn
/s/ HENRY P. BAER Director
- ----------------------------------
Henry P. Baer
/s/ STANLEY S. SHUMAN Director
- ---------------------------------
Stanley S. Shuman
</TABLE>
4
<PAGE>
INDEX TO EXHIBITS
-----------------
3(1)* Restated Certificate of Incorporation of the Company
3(2)* By-Laws of the Company
10(1)* Employment Agreement between the Company and Morris K. Nachtomi
10(2)** Employment Agreement between the Company and Ramesh Punwani
10(3)* Tower Air 1993 Long-Term Incentive Plan
10(4)* Tower Air, Inc. Executive Annual Incentive Plan
10(5)** Heller Financial Inc. - Loan and Security Agreement, Dated
December 1, 1996
10(6)** Heller Financial Inc. - First Amendment to Loan and Security
Agreement, Dated January 31, 1997
10(7)** Heller Financial Inc. - Second Amendment to Loan and Security
Agreement, Dated March 13, 1997
10(8)** Sanwa Business Credit Corp. - Trust Agreement and Supplement, Dated
October 1, 1996
10(9)** First Security Bank, National Association - Aircraft and Airframe
Purchase and Sale Agreement, Dated October 1, 1996
10(10)**Finova Capital Corporation - Consolidated Aircraft and Engine Loan
and Security Agreement, Dated March 25, 1996
10(11)**Finova Capital Corporation - $20,000,000 Loan Secured by Two B747
Aircraft and Eight Engines, Dated January 30, 1996
10(12)**Finova Capital Corporation - First Amendment to Consolidated
Aircraft and Engine Loan and Security Agreement, Dated May 8, 1996
11*** Computation of Net Income Per Share
27**** Financial Data Schedule for the year ended December 31, 1996
- -----------
* Previously filed as an Exhibit to the Registrant's Registration Statement
on Form S-1 (File No. 33-69148) or amendments thereto and incorporated by
reference herein.
** Previously filed in electronic format with the Registrant's Form 10-K/A
No. 1 on April 7, 1997.
*** Previously filed in electronic format with the Registrant's Form 10-K on
March 28, 1997.
**** Filed herewith.
5
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS INCLUDED IN THE FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1996.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 2,968
<SECURITIES> 275
<RECEIVABLES> 29,113
<ALLOWANCES> 1,201
<INVENTORY> 0
<CURRENT-ASSETS> 42,654
<PP&E> 353,525
<DEPRECIATION> 135,467
<TOTAL-ASSETS> 263,255
<CURRENT-LIABILITIES> 126,850
<BONDS> 85,010
0
0
<COMMON> 155
<OTHER-SE> 53,161
<TOTAL-LIABILITY-AND-EQUITY> 263,255
<SALES> 0
<TOTAL-REVENUES> 417,819
<CGS> 0
<TOTAL-COSTS> 441,345
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,114
<INCOME-PRETAX> (32,389)
<INCOME-TAX> (11,506)
<INCOME-CONTINUING> (20,883)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (20,883)
<EPS-PRIMARY> (1.37)
<EPS-DILUTED> (1.37)
</TABLE>
