As filed with the Securities and Exchange Commission on September 9, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMTRAN, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-1617970
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
7337 WEST WASHINGTON STREET
INDIANAPOLIS, INDIANA 46231
(317) 247-4000
(Address, including zip code and telephone number, including area code, of
Registrant's principal executive offices)
KENNETH K. WOLFF
CHIEF FINANCIAL OFFICER
AMTRAN, INC.
7337 WEST WASHINGTON STREET
INDIANAPOLIS, INDIANA 46231
(317) 247-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
JAMES A. ASCHLEMAN, ESQ.
BAKER & DANIELS
300 NORTH MERIDIAN STREET
SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION
STATEMENT AS DETERMINED BY MARKET CONDITIONS.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the followingbox. [
]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ X ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
____________________
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ____________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
TITLE OF EACH CLASS OF AMOUNT TO PROPOSED PROPOSED AMOUNT
SECURITIES TO BE REGISTERED BE MAXIMUM MAXIMUM OF
REGISTERED OFFERING AGGREGATE REGISTRATION
PRICE OFFERING FEE
PER PRICE (1)
UNIT (1)
Common Stock,
without par value 78,988 $20.56 $1,624,190.75 $451.53
(1) Estimated solely for purposes of calculating the registration fee and
computed in accordance with Rule 457(c) under the Securities Act, using
the average of the high and low sales prices of the Common Stock as
reported by the Nasdaq Stock Market on September 3, 1999, which was
$20.56 per share.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
SUBJECT TO COMPLETION, DATED SEPTEMBER 9, 1999
PROSPECTUS
[LOGO]
78,988 SHARES
AMTRAN, INC.
COMMON STOCK
The information in this prospectus is not complete, and may be
changed. This prospectus is included in a registration statement that has
been filed with the Securities and Exchange Commission. The selling
shareholders cannot sell these securities until that registration statement
becomes effective. This prospectus is an offer to sell these securities
and it is not soliciting an offer to buy these securities in any state
where the offer or sale is not permitted.
AMTRAN, INC.
7337 WEST WASHINGTON STREET
INDIANAPOLIS, INDIANA 46231
(317) 247-4000
________________
This prospectus covers the sale of up to 78,988 shares of common stock
of Amtran, Inc.
Our common stock trades on the Nasdaq National Market tier of the Nasdaq
Stock Market under the symbol "AMTR." On September 8, 1999, the last sale
price of our common stock as reported by Nasdaq was $20.44 per share.
The shareholders named in this prospectus are offering these shares for
sale. Any or all of these shares may be sold, from time to time, by means
of ordinary brokerage transactions or otherwise. We will receive none of
the proceeds of the sale of these shares.
INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK
FACTORS" BEGINNING ON PAGE 4.
__________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
___________________
The date of this prospectus is September __, 1999.
<PAGE>
We have not authorized anyone (including any salesman or broker) to give
oral or written information about this offering that is different from the
information included in this prospectus or that is not included in this
prospectus.
TABLE OF CONTENTS
PAGE
Where You Can Find More Information.......................................3
Risk Factors..............................................................4
About Amtran.............................................................12
Use of Proceeds..........................................................12
Selling Shareholders.....................................................13
Plan of Distribution.....................................................13
Legal Matters............................................................14
Experts..................................................................15
References in this prospectus to "we," "us," "our" and "Amtran" refer to
Amtran, Inc. and its subsidiaries.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
Federal securities law requires Amtran to file information with the
Securities and Exchange Commission concerning its business and operations.
Accordingly, Amtran files annual, quarterly and special reports, proxy
statements and other information with the Commission. You can inspect and
copy this information at the public reference facility maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549. You can also do so at the following regional
offices of the Commission:
<circle>New York Regional Office, Seven World Trade Center, Suite 1300,
New York, New York 10048
<circle>Chicago Regional Office, Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661
You can get additional information about the operation of the
Commission's public reference facilities by calling the Commission at
1-800-SEC-0330. The Commission also maintains a web site
(http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding companies that, like Amtran,
file information electronically with the Commission. You can also inspect
information about Amtran at the offices of the National Association of
Securities Dealers, Inc., at 1735 K Street, Washington, D.C. 20006.
The Commission allows Amtran to "incorporate by reference" the
information we file with them, which means that we can disclose important
information to you by referring you to the other information we have filed
with the Commission. The information that we incorporate by reference is
considered to be part of this prospectus, and later information that we
file with the Commission will automatically update and supersede the
information we've included in this prospectus. We incorporate by reference
the documents listed below. We also incorporate by reference any future
filings Amtran makes with the Commission under Section 13(a), 13(c) or
15(d) of the Securities Exchange Act of 1934 until the selling shareholders
sell all of the shares or until the offering of the shares is otherwise
ended. This prospectus is part of a registration statement that we filed
with the Commission (Registration No. 333-______________).
FILINGS PERIOD
Annual Report on Form 10-K Year ended December 31, 1998
Quarterly Report on Form 10-Q Quarter ended March 31, 1999
Quarter ended June 30, 1999
Proxy Statement Filed April 9, 1999
The description of Amtran common stock set forth in the Registration
Statement on Form 8-A (File No. 0-21642), filed with the Commission on
April 28, 1993, including any amendment or report filed with the Commission
for the purpose of updating such description.
You can request a free copy of these filings by writing or calling us at
the following address:
Amtran, Inc.
7337 West Washington Street
Indianapolis, Indiana 46231
Attention: Kenneth K. Wolff
(317) 247-4000
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement to this prospectus. We have
not authorized anyone else to provide you with different information or
additional information. The selling shareholders will not make an offer of
these shares in any state where the offer is not permitted. You should not
assume that the information in this prospectus, or any supplement to this
prospectus, is accurate at any date other than the date indicated on the
cover page of these documents.
<PAGE>
RISK FACTORS
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. THIS SECTION DESCRIBES
SOME, BUT NOT ALL, OF THESE RISKS. THE ORDER IN WHICH THESE RISKS ARE
LISTED DOES NOT NECESSARILY INDICATE THEIR RELATIVE PRIORITY. YOU SHOULD
CAREFULLY CONSIDER THESE RISKS AND OTHER INFORMATION IN THIS PROSPECTUS
BEFORE INVESTING IN OUR COMMON STOCK.
THIS PROSPECTUS, INCLUDING INFORMATION IN OUR PUBLIC DOCUMENTS
INCORPORATED BY REFERENCE, CONTAINS FORWARD-LOOKING STATEMENTS WITH RESPECT
TO OUR FINANCIAL CONDITION, RESULTS OF OPERATIONS, PLANS, OBJECTIVES,
FUTURE PERFORMANCE AND BUSINESS. THESE STATEMENTS INCLUDE WORDS SUCH AS
"BELIEVE," "EXPECT," "ANTICIPATE," "INTEND," "ESTIMATE" OR SIMILAR
EXPRESSIONS. THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS, UNCERTAINTIES
AND ASSUMPTIONS, INCLUDING, AMONG OTHERS, THOSE DESCRIBED UNDER "RISK
FACTORS." ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY
SUCH FORWARD-LOOKING STATEMENTS.
WE ARE HIGHLY LEVERAGED.
At June 30, 1999, on a consolidated basis, we had approximately $254.5
million of outstanding debt, approximately $24 million of which was
secured. Our total shareholders' equity on a consolidated basis as of June
30, 1999, was approximately $137.2 million. In addition, we have
substantial obligations under operating leases for aircraft. These debt
and lease obligations represent significant financial leverage, even in the
highly leveraged airline industry.
The degree to which we are leveraged could, among other things:
- impair our ability to obtain additional financing for working
capital, capital expenditures, acquisitions or other purposes;
- make us more vulnerable than some of our competitors in a
prolonged economic downturn;
- restrict our ability to exploit new business opportunities
and limit our flexibility to respond to changing business
conditions; and
- affect our competitive position since we may be more highly
leveraged than some of our competitors.
WE MAY BE UNABLE TO FINANCE ONGOING CAPITAL EXPENDITURES AND DEBT SERVICE.
We require significant levels of capital investment for aircraft,
engine, and airframe maintenance to maintain our competitive position and
expand our operations. We also generally expect to refinance our long term
debt at or prior to its maturity. We currently expect that capital
expenditures for scheduled maintenance for all of 1999 will total
approximately $110.4 million. We also expect to incur capital expenditures
in all of 1999 of approximately $143.8 million for acquisitions of
additional aircraft and renovations of the Chicago-Midway terminal and
hangar and the Indianapolis maintenance and operations center, and
approximately $11.8 million in other capital expenditures. If we are
unable to obtain sufficient financing for capital expenditures and to
refinance maturing debt, our operations and ability to pay debt service may
be adversely affected.
OUR FINANCING AGREEMENTS AND OPERATING LEASES RESTRICT OUR FINANCIAL AND
OPERATING ACTIVITIES AND IF WE FAIL TO COMPLY WITH THESE RESTRICTIONS, OUR
DEBT OBLIGATIONS COULD BE ACCELERATED AND OUR OPERATING LEASES COULD BE
TERMINATED.
The agreements relating to our outstanding indebtedness and some of our
aircraft operating leases impose significant operating and financial
restrictions on us. For example, the existing bank credit facility is
collateralized by liens on some Lockheed L-1011 aircraft and engines owned
by us and requires us to maintain compliance with specified financial
ratios. In addition, the credit facility and the indenture relating to our
10.5% senior notes due 2004 prohibit or restrict in many respects our
ability to incur additional indebtedness, create material liens on our
assets, sell assets or engage in mergers or consolidations, redeem or
repurchase outstanding debt, make specified investments, pay cash dividends
or engage in other significant transactions. The indenture for our 9.625%
notes due 2005 contains similar restrictions. Our indentures generally do
not limit our ability to enter into aircraft leases accounted for as
operating leases.
Our ability to comply with any of these restrictions and with loan
repayment provisions will depend upon our future performance, which will be
subject to prevailing economic conditions and other factors, including
factors beyond our control. A failure to comply with any of these
obligations could result in an event of default under one or more of these
agreements and operating leases, which could permit acceleration of the
debt under our principal financing agreements and termination of our
aircraft operating leases, some of which contain cross-default or
cross-acceleration provisions.
A CHANGE OF CONTROL OF OUR COMPANY WILL ACCELERATE OUR PAYMENT OBLIGATIONS
UNDER OUR NOTES AND CREDIT FACILITIES.
Upon a change of control of Amtran, holders of our 10.5% notes due 2004
and 9.625% notes due 2005 may require us to repurchase all or a portion of
such notes that they hold at 101% of the principal amount of those notes,
together with accrued and unpaid interest to the date of repurchase. In
these circumstances, we may not have the financial resources to repay these
notes and any other indebtedness that would become payable upon the
occurrence of a change of control.
THE HIGH LEVEL OF COMPETITION IN OUR INDUSTRY PLACES PRESSURE ON OUR PROFIT
MARGINS AND WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY.
Our products and services face varying degrees of competition in diverse
markets.
COMPETITION FOR SCHEDULED SERVICES
In scheduled service, we compete both against the major U.S. scheduled
service airlines and, from time to time, against smaller regional or
start-up airlines. Competition is generally on the basis of price,
frequency, quality of service and convenience. All of the major U.S.
scheduled airlines are larger and most have greater financial resources
than we do. Where we seek to expand our service by adding routes or
frequency, competing airlines may respond with intense price competition.
In addition, when other airlines seek to establish a presence in a market,
they may engage in significant price discounting. Because of our size
relative to the major airlines, we are less able to absorb losses from
these activities than many of our competitors.
COMPETITION FOR COMMERCIAL CHARTER SERVICES
In the commercial charter market, we compete both against the major U.S.
scheduled airlines, as well as against smaller U.S. charter airlines. We
also compete against several European and Mexican charter and scheduled
airlines, many of which are larger and have substantially greater financial
resources than we do. The scheduled carriers compete for leisure travel
customers with our commercial charter operations in a variety of ways,
including wholesaling discounted seats on scheduled flights to tour
operators, promoting to travel agents prepackaged tours for sale to retail
customers and selling discounted, excursion airfare-only products to the
public. As a result, all charter airlines, including us, generally must
compete for customers against the lowest revenue-generating seats of the
scheduled airlines. During periods of dramatic fare cuts by the scheduled
airlines, we are forced to respond competitively to these deeply discounted
seats.
We also compete directly against other charter airlines. In the United
States, these charter airlines are smaller in size than we are. In Europe,
several charter airlines are at least as large or larger than we are. Some
of these charter airlines are affiliates of major scheduled airlines or
tour operators. As a result, in addition to greater access to financial
resources, these charter airlines may have greater distribution
capabilities, including, in some cases, exclusive or preferential
relationships with affiliated tour operators.
COMPETITION FOR MILITARY/GOVERNMENT CHARTER SERVICES
The allocation of U.S. military air transportation contracts is based
upon the number and type of aircraft a carrier, alone or through a teaming
arrangement, makes available for use to the military. The formation of
competing teaming arrangements that have larger partners than those in
which we participate, an increase by other air carriers in their commitment
of aircraft to the military, or the withdrawal of our current partners,
could adversely affect our U.S. military charter business.
THE LOW MARGINS AND HIGH FIXED COSTS ASSOCIATED WITH OUR INDUSTRY MAKE US
VULNERABLE TO SHORTFALLS FROM EXPECTED REVENUE LEVELS.
The airline industry as a whole and scheduled service in particular are
characterized by low gross profit margins and high fixed costs. The costs
of operating each flight do not vary significantly with the number of
passengers carried and, therefore, a relatively small change in the number
of passengers or in pricing or traffic mix could, in the aggregate, have a
significant effect on operating and financial results. Accordingly, a
shortfall from expected revenue levels could have a significant effect on
earnings.
OUR EARNINGS HAVE BEEN VOLATILE AND SIGNIFICANT FLUCTUATIONS IN OUR
EARNINGS COULD HAVE AN ADVERSE IMPACT ON THE MARKET FOR OUR COMMON STOCK.
For the years ended December 31, 1996, 1997 and 1998, we had a net loss
of $26.7 million, net income of $1.6 million and net income of $40.1
million, respectively. The substantial net loss in 1996 reflected a number
of factors, including:
- a significant increase in competition from larger carriers in
the scheduled service markets served by us;
- the negative impact on low fare carriers resulting from
unfavorable media coverage of the effects of the ValuJet accident
in Florida and, to a lesser extent, our own decompression incident;
- a significant increase in fuel costs; and
- a federal excise tax on jet fuel that became effective on
October 1, 1995.
In response, we implemented significant changes to our business in 1996 and
1997. Although we recorded net income for 1997 and 1998, we cannot assure
you that this profitability will continue. Moreover, because of the
cyclicality of the airline industry, we expect that our results of
operations will continue to be subject to volatility.
BECAUSE OF THE SEASONALITY OF OUR BUSINESS, PERIOD TO PERIOD COMPARISONS OF
OUR RESULTS OF OPERATIONS MAY NOT BE MEANINGFUL.
Seasonal factors significantly affect our business, typically resulting
in significant fluctuation in quarterly operating results. Historically,
we have experienced reduced demand during the fourth quarter, as demand for
leisure airline services during this period is lower relative to other
times of the year. In 1998, our results for the first three quarters were
significantly stronger than we have experienced in any comparable first
three quarters of any prior year. Also in 1998, we experienced our first
profitable fourth quarter since becoming a public company in 1993. We
cannot assure you that the level of profitability achieved in 1998 will be
maintained in subsequent years.
SIGNIFICANT INCREASES IN THE COST OF AIRCRAFT FUEL COULD MATERIALLY AFFECT
OUR OPERATING RESULTS.
Because fuel costs are a significant portion of our operating costs
(approximately 20.0% for 1997 and 16.3% for 1998), significant changes in
fuel costs would materially affect our operating results. Fuel prices
continue to be impacted by, among other factors, political and economic
influences that we cannot control. If a fuel supply shortage resulting
from a disruption of oil imports or other events occurred, then higher fuel
prices or the curtailment of scheduled service could result. However, we
have been able to reduce some of the risks associated with a rise in fuel
costs. For 1997 and 1998, we derived approximately 52.5% and 44.4% of our
total operating revenues from contracts which enabled us to pass through
increases in fuel costs, including contracts with the U.S. military. We
are exposed to increases in fuel costs associated with tour operators that
occur within 14 days of flight time, to all increases associated with our
scheduled service, other than bulk seat sales, and to increases affecting
contracts that do not include fuel cost escalation provisions. We are also
exposed to the risk that a substantial rise in fuel costs could cause a
reduction in leisure travel and/or the cancellation or renegotiation of
previously-booked commitments from tour operators.
MR. J. GEORGE MIKELSONS HAS EFFECTIVE CONTROL OVER ANY MATTER SUBMITTED TO
A VOTE OF OUR STOCKHOLDERS.
J. George Mikelsons, Chairman of the Board, currently owns approximately
69.0% of our outstanding common stock, and possesses control of our
company. Consequently, he has the effective ability to elect all of our
directors and to effect or prevent specified corporate transactions which
require majority approval, including mergers, going-private transactions
and other business combinations. In addition, Mr. Mikelsons has the right
to require us to register his shares of common stock for sale under the
Securities Act.
WE ARE A HOLDING COMPANY AND WE RELY ON DIVIDENDS AND OTHER PAYMENTS FROM
OUR SUBSIDIARIES TO FUND OUR OBLIGATIONS.
As a holding company, we derive all of our operating income from our
subsidiaries, including American Trans Air, Inc., or ATA, a passenger
airline. As our operations are conducted principally through ATA and our
other subsidiaries which provide airline related services, we must rely on
dividends and other payments from our subsidiaries to provide us with the
funds necessary to meet our obligations. Our subsidiaries are separate and
distinct legal entities and will have no obligation, contingent or
otherwise, to pay any dividend or to make any other distribution to us, or
to otherwise make funds available to us. The ability of our subsidiaries
to make such payments will be subject to, among other things, the
availability of sufficient cash, and will be subject to restrictive
covenants in the documents governing our current and future credit
facilities and debt agreements.
THE EXISTENCE OF A SIGNIFICANT DISPUTE WITH ANY SIZABLE NUMBER OF OUR
EMPLOYEES COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR OPERATIONS.
Our flight attendants are represented by the Association of Flight
Attendants and our cockpit crews are represented by the Air Line Pilots
Association. The current collective bargaining agreement with the
Association of Flight Attendants became amendable, but did not expire, in
December 1998 and the current collective bargaining agreement with the Air
Line Pilots Association becomes amendable, but does not expire, in
September 2000. We commenced negotiations with the Association of Flight
Attendants in the third quarter of 1998 to amend our existing collective
bargaining agreement, but we cannot assure you that there will not be work
stoppages or other disruptions.
LOSS OF OR DEFAULT BY ONE OR MORE OF OUR MAJOR CUSTOMERS COULD HURT OUR
BUSINESS BY REDUCING OUR REVENUES.
If a customer which has contracted with us cancels or defaults on its
contract or contracts, we may be unable to obtain other business to cover
the resulting loss in revenues. If the size of the contract or contracts
is significant enough, that default or cancellation could have a material
adverse effect on us.
Our largest customer during each of 1996, 1997 and 1998 was the U.S.
military, accounting for approximately 11.2%, 16.8% and 13.3% of our total
operating revenues. In 1997 and 1998, our five largest non-military
customers accounted for approximately 16.2% and 14.4% of total operating
revenues, and our ten largest non-military customers accounted for
approximately 20.8% and 17.5% of total operating revenues for the same
periods. No single non-military customer accounted for more than 10% of
total operating revenues during this period.
WE RELY ON TRAVEL AGENTS AND TOUR OPERATORS FOR TICKET SALES AND ANY EFFORT
BY TRAVEL AGENCIES OR TOUR OPERATORS TO FAVOR ANOTHER AIRLINE OR TO
DISFAVOR US COULD ADVERSELY IMPACT US.
Approximately 71% of our revenues for 1997 and 68% of our revenues for
1998 were derived from tickets sold by travel agents or tour operators.
Travel agents and tour operators generally have a choice between one or
more airlines when booking a customer's flight. Our relations with travel
agencies and tour operators could be affected by, among other things,
override commissions offered by other airlines, by an increase in our
arrangements with other distributors of its tickets or by the introduction
of alternative methods of selling tickets. Although management intends to
continue to offer attractive and competitive products to travel agencies
and tour operators and to maintain favorable relations with travel agencies
and tour operators, we cannot assure you that travel agencies or tour
operators will not disfavor us or favor other airlines in the future. Any
effort by travel agencies or tour operators to favor another airline or to
disfavor us could adversely impact us.
THE INDUSTRY THAT WE OPERATE IN IS VULNERABLE TO CHANGES IN GENERAL
ECONOMIC CONDITIONS.
The condition of the U.S. and European economies, including fluctuations
in currency exchange rates, may impact the demand for leisure travel and
our competitive pricing position and influence the profitability of our
operations. The vast majority of our commercial charter and scheduled
airline business is leisure travel. Because leisure travel is
discretionary, we have historically tended to experience somewhat weaker
financial results during economic downturns and other events affecting
international leisure travel, such as the Persian Gulf War. Nevertheless,
our performance during these periods has been significantly better than
that of the U.S. airline industry as a whole.
OUR BUSINESS AND OUR INDUSTRY ARE HIGHLY REGULATED AND GOVERNMENT
REGULATIONS MAY MATERIALLY LIMIT OUR OPERATIONS.
We are subject to regulation by the Department of Transportation and the
Federal Aviation Administration under the provisions of the Federal
Aviation Act of 1958, as amended, and by various other governmental
agencies. The Department of Transportation regulates principally economic
issues affecting air service, including, among other matters, air carrier
certification and fitness, insurance, certain leasing arrangements,
allocation of route rights and authorization of proposed scheduled and
commercial and military charter operations, allocation of landing slots,
departure slots in certain instances, consumer protection and competitive
practices. The Federal Aviation Administration primarily regulates flight
operations, especially matters affecting air safety, including, among other
matters, airworthiness requirements for each type of aircraft we operate
and pilot and crew certification. We believe we are in compliance with all
requirements necessary to maintain in good standing our operating authority
granted by the Department of Transportation and our air carrier operating
certificate issued by the Federal Aviation Administration. A modification,
suspension or revocation of any of our Department of Transportation or
Federal Aviation Administration authorizations or certificates could have a
material adverse effect upon us.
In the last several years, the Federal Aviation Administration has
issued a number of maintenance directives and other regulations relating
to, among other things, collision avoidance systems, airborne windshear
avoidance systems, noise abatement and increased inspection requirements.
We expect to continue to incur expenditures for the purpose of complying
with the Federal Aviation Administration's noise and aging aircraft
regulations.
We hold several Certificates of Public Convenience and Necessity, as
well as other forms of authority issued by the Department of Transportation
and an operating certificate issued by the Federal Aviation Administration.
Each of those authorities is subject to continued compliance with
applicable stated rules and regulations pertaining to the airline industry,
including any new rules or regulations that may be adopted in the future.
We are subject to the jurisdiction of the Federal Communications
Commission regarding the use of radio facilities. In addition, we are
subject to regulation on our international flights by the Commerce
Department, the Customs Service, the Immigration and Naturalization
Service, and the Animal and Plant Health Inspection Service of the
Department of Agriculture. Also, while our aircraft are in foreign
countries on international flights, we must comply with the requirements of
similar authorities in those countries. We are also subject to compliance
with standards for aircraft exhaust emissions promulgated by the
Environmental Protection Agency pursuant to the Clean Air Act of 1970, as
amended. We are also subject to regulations adopted by the various local
authorities which operate the airports we serve throughout our route
network, including but not limited to aircraft noise regulations and
curfews. While we intend to maintain all appropriate government licenses
and to comply with all appropriate standards, we cannot assure you that we
can maintain those licenses or that those standards will not change in the
future.
Under the Airport Noise and Capacity Act of 1990 and related Federal
Aviation Administration regulations, our aircraft must comply with
specified Stage 3 noise restrictions by specified deadlines. These
regulations required that we achieve a 75% Stage 3 fleet by December 31,
1998, and will prohibit us from operating any Stage 2 aircraft after
December 31, 1999. As of December 31, 1998, 83.3% of our fleet met Stage 3
requirements. We expect to meet future Stage 3 fleet requirements through
Boeing 727-200 hushkit modifications, combined with additional future
deliveries of Stage 3 aircraft.
At our aircraft line maintenance facilities, we use materials which are
regulated as hazardous under federal, state and local law. We are required
to maintain programs to protect the safety of our employees who use these
materials and to manage and dispose of any waste generated by the use of
these materials in compliance with those laws. More generally, we are also
subject at these facilities to federal, state and local regulations
relating to protection of the environment and to discharge of materials
into the environment. We do not expect that the costs associated with
ongoing compliance with any such regulations at these facilities will have
a material adverse effect upon our capital expenditures, earnings or
competitive position.
Additionally, laws and regulations have been proposed from time to time
which could significantly increase the cost of airline operations by, for
instance, imposing additional requirements or restrictions on operations.
Laws and regulations also have been considered from time to time that would
prohibit or restrict the ownership and/or transfer of airline routes or
takeoff and landing slots. Also, the award of international routes to U.S.
carriers, and the retention of these routes, is regulated by treaties and
related agreements between the United States and foreign governments which
are amended from time to time. We cannot predict what laws and regulations
will be adopted or what changes to international air transportation
treaties will be effected, if any, or how they will affect us.
BONDING AND ESCROW REQUIREMENTS IMPOSED ON US BY THE DEPARTMENT OF
TRANSPORTATION COULD REDUCE OUR LIQUIDITY AND CAUSE US TO FUND HIGHER
LEVELS OF WORKING CAPITAL.
Under current Department of Transportation regulations relating to
commercial charter transportation originating in the United States,
commercial charter airline tickets must generally be paid for in cash and
all funds from the sale of commercial charter seats, and in some cases the
costs of land arrangements must be placed into escrow by the tour operator
or protected by a surety bond. Currently, we provide a third party bond
which is unlimited in amount to satisfy our obligations under these
regulations. Under our bonding arrangements, the issuer of the bond has
the right to terminate the bond at any time on 30 days' notice. We provide
a $1.5 million letter of credit to secure our potential obligations to the
issuer of the bond. If the bond were materially limited or canceled, we,
like all other U.S. charter airlines, would be required to escrow funds to
comply with the Department of Transportation requirements summarized above.
Compliance with these requirements would reduce our liquidity and require
us to fund higher levels of working capital ranging up to $16.9 million
based on 1998's peak pre-paid bookings.
IF WE BECOME SUBJECT TO LIABILITY CLAIMS THAT ARE NOT ADEQUATELY COVERED BY
INSURANCE, WE MAY HAVE TO BEAR LOSSES WHICH COULD HAVE A MATERIAL ADVERSE
EFFECT ON US.
We may incur losses in the event of an aircraft accident. An accident
could involve not only repair or replacement of a damaged aircraft and its
consequent temporary or permanent loss from service, but also potential
claims of injured passengers and others. We are required by the Department
of Transportation to carry liability insurance on each of our aircraft. We
currently maintain public liability insurance in the amount of $1.5
billion. Although we believe our insurance coverage is adequate, we cannot
assure you that the amount of insurance coverage will not be changed or
that we will not be forced to bear substantial losses from accidents.
Substantial claims resulting from an accident could have a material adverse
effect on our business, financial condition and results of operations, and
could seriously inhibit passenger acceptance of the our services. Our
insurance policies also impose geographic restrictions on where we may
provide airline service.
WE HAVE NOT PAID ANY DIVIDEND SINCE BECOMING A PUBLIC COMPANY IN 1993 AND
WE DO NOT CURRENTLY ANTICIPATE PAYING CASH DIVIDENDS ON OUR COMMON STOCK.
We expect to retain any earnings generated from our operations for use
in our business. Any future determination as to the payment of dividends
will be at the discretion of our board of directors and will depend upon
our operating results, financial condition and capital requirements,
general business conditions and other factors that the board deems
relevant. Our ability to pay dividends is also limited by other factors,
including the ability of our subsidiaries to make dividend and other
payments to us and the terms of our various credit facilities and debt
instruments. As a result, we cannot assure you that we will pay dividends
at any time in the future. Under the covenant that most restricts our
ability to pay dividends, the maximum amount available for the payment of
dividends was $6.6 million as of June 30, 1999.
A LIMITATION ON OUR USE OF NET OPERATING LOSS CARRYFORWARDS COULD BE
MATERIALLY ADVERSE TO US.
We have approximately $47.3 million of net operating loss carryforwards
and $8.7 million of alternative minimum tax and other tax credit
carryforwards as of December 31, 1998, which may be available to reduce
U.S. federal income taxes payable by us in the future. However, if we
experience an "ownership change" within the meaning of Section 382 of the
Internal Revenue Code of 1986, our use of these net operating loss
carryforwards and investment tax credit carryforwards could be limited.
In general, an ownership change under Section 382 will occur if, over a
three-year period, stockholders who own 5% or more of the capital stock of
the corporation increase their percentage ownership by more than 50
percentage points in the aggregate. The effect on us of a limitation on
the use of our tax attributes in the event of an ownership change in the
future would depend on a number of factors, including our profitability and
the timing of the sale of assets. Some of these factors are beyond our
control. This type of a limitation could be materially adverse to us under
certain circumstances. In addition, for financial reporting purposes, this
type of ownership change could require us to reduce the amount of our
deferred tax benefits, resulting in a charge to our earnings.
ANTI-TAKEOVER PROVISIONS IN OUR ORGANIZATIONAL DOCUMENTS AND INDIANA LAW
COULD DETER TAKEOVER ATTEMPTS THAT STOCKHOLDERS MAY THINK ARE IN THEIR
BESTS INTERESTS.
If, at any time, Mr. Mikelsons and his permitted transferees under our
Restated Articles of Incorporation no longer beneficially own in the
aggregate 50% or more of the combined voting power of our outstanding stock
entitled to vote generally in the election of directors, provisions of our
Articles and By-Laws will become effective that may discourage attempts to
acquire our company or to remove incumbent management even if some or a
majority of our shareholders deemed the attempt to be in their best
interests.
The provisions of our Articles that would come into effect include:
- the division of our board of directors into three classes
serving staggered three-year terms;
- the removal of directors only for cause and only by a
majority of the then outstanding shares of voting stock, voting
together as a single class; and
- requiring shareholders representing 80% of the voting power
and a majority of voting stock held by disinterested stockholders
to approve some mergers, sales of assets, and other transactions
involving interested shareholders and to amend various provisions
of the Articles.
The requirement of a supermajority vote to approve some corporate
transactions and some amendments to the Articles could enable a minority of
our shareholders to exercise veto powers over these transactions and
amendments. So long as Mr. Mikelsons owns more than 20% of the combined
power of the outstanding voting stock, he will be able to exercise these
veto powers.
YEAR 2000 ISSUES MAY ADVERSELY AFFECT OUR BUSINESS.
Until recently, many computer programs were written to store only two
digits of year-related date information to make the storage and
manipulation of data more efficient. Programs which use two digit date
fields, however, may not be able to distinguish between such years as 1900
and 2000. In some circumstances, this date limitation could result in
system failures or miscalculations, potentially causing disruptions of
business processes or system operations.
We are currently preparing our software systems and hardware components
for compliance with year 2000 readiness standards. We are also
communicating with third-party vendors and suppliers to determine their
compliance with year 2000 readiness standards, and ensure that we continue
to receive essential goods and services without interruption. We believe,
based upon our assessment of year 2000 readiness, that we will be prepared
to mitigate all significant risks of business and operational disruption
arising from Year 2000-defective computer components. Our preparedness
depends on the availability of a wide range of technical skills from both
internal and external sources, and also depends on the availability of
purchased software and hardware components. We cannot be certain that
these resources and components can be acquired in the quantities needed, or
by the times needed, to successfully ensure readiness, and it is possible
that we could suffer serious disruptions to business processes and
operations as a consequence of system failures attributable to the year
2000 problem. These disruptions could impair our ability to operate our
flight schedule, and could impose significant economic penalties on us by
increasing the cost of operations through the temporary loss of
efficiencies provided by computer software and hardware.
In addition, we cannot be certain that domestic and foreign air
transportation infrastructure, like airports and air traffic control
systems, will fully comply with year 2000 requirements by the end of 1999.
A significant lack of readiness of the air transportation infrastructure to
meet year 2000 standards could result in a material adverse effect on our
results of operations and financial condition by imposing serious
limitations on our ability to operate our flight schedule.
ABOUT AMTRAN
GENERAL
Amtran owns American Trans Air, Inc., or ATA, the eleventh largest
passenger airline in the United States (based on 1998 revenues) and is a
leading provider of airline services in selected market segments. Amtran
is also the largest commercial charter airline in the United States and the
largest charter provider of passenger airline services to the U.S.
military, in each case based on 1998 revenues. For the quarter ended June
30, 1999, the revenues of Amtran consisted of 57.6% scheduled service,
21.1% commercial charter service and 9.7% military charter service, with
the balance derived from related travel services.
SCHEDULED SERVICE
Amtran provides scheduled service through ATA to selected destinations
primarily from its gateways at Chicago-Midway and Indianapolis and also
provides transpacific services between the western United States and
Hawaii. Amtran focuses on routes where it believes it can be a leading
provider of nonstop service and targets leisure and value-oriented business
travelers.
COMMERCIAL CHARTER SERVICE
Amtran is the largest commercial charter airline in the United States
and provides services throughout the world, primarily to U.S., South
American and European tour operators. Amtran seeks to maximize the
profitability of these operations by leveraging its leading market
position, diverse aircraft fleet and worldwide operating capability.
Amtran believes its commercial charter services are a predictable source of
revenues and operating profits in part because its commercial charter
contracts require tour operators to assume capacity, yield and fuel price
risk, and also because of Amtran's ability to readily re-deploy assets into
favorable markets. Amtran's commercial charter services are marketed and
distributed through a network of domestic and international sales offices.
MILITARY/GOVERNMENT CHARTER SERVICE
Amtran has provided passenger airline services to the U.S. military
since 1983 and is currently the largest charter provider of these services.
Amtran believes that because these operations are generally less seasonal
than leisure travel, they have tended to have a stabilizing impact on
Amtran's operating margins. The U.S. government awards one year contracts
for its military charter business and pre-negotiates contract prices for
each type of aircraft that a carrier makes available. Amtran believes that
its fleet of aircraft is well suited to the needs of the military for
long-range service.
Amtran is an Indiana corporation which was organized in 1989. Amtran's
executive offices are located at 7337 West Washington Street, Indianapolis,
Indiana 46231, and its telephone number is (317) 247-4000.
USE OF PROCEEDS
All of the shares of the common stock, without par value, of Amtran (the
"Shares") offered hereby are being sold by the persons identified in the
prospectus (the "Selling Shareholders"). Amtran will not receive any of
the proceeds from the sale of the Shares. Amtran will pay certain expenses
relating to this offering, estimated to be approximately $25,000. See
"Selling Shareholders."
SELLING SHAREHOLDERS
The following table sets forth certain information regarding ownership
of the Amtran common stock by the Selling Shareholders as of September 1,
1999, including the number of Shares offered hereby. The Shares are being
registered to permit public secondary trading of the Shares, and the
Selling Shareholders may offer all or a portion of the Shares for resale
from time to time. See "Plan of Distribution." All of the Shares were
issued in connection with the acquisition by Amtran of Chicago Express
Airlines, Inc., a Georgia corporation, on May 18, 1999, in a transaction
that was exempt from registration under the Securities Act of 1933, as
amended, in reliance upon the exemption provided by Section 4(2) thereof.
The registration statement of which this prospectus is a part was filed
pursuant to the definitive agreement relating to such acquisition.
<TABLE>
<CAPTION>
SELLING NUMBER OF SHARES OF COMMON NUMBER OF SHARES SHARES OF COMMON STOCK
SHAREHOLDERS STOCK BENEFICIALLY OWNED OF COMMON STOCK OF BENEFICIALLY OWNED
PRIOR TO OFFERING (1) OFFERED HEREBY AFTER OFFERING (1)
<S> <C> <C> <C> <C>
NUMBER PERCENT
Carol J. Brady 63,190 63,190 0 *
Glenn Schaab 15,798 15,798 0 *
</TABLE>
* The number of shares indicated does not exceed one percent of the number
of shares of common stock outstanding.
(1)Beneficial ownership is determined in accordance with the rules of
the Commission. In computing the number of shares beneficially
owned by a person and the percentage ownership of that person,
shares of common stock subject to options held by that person that
are currently exercisable or exercisable within 60 days of the date
of this prospectus are deemed outstanding. Such shares, however,
are not deemed outstanding for the purposes of computing the
percentage ownership of each other person. Except as indicated in
the footnotes to this table, each Selling Shareholder named in the
table above has sole voting and investment power with respect to
the shares set forth opposite such Selling Shareholder's name.
PLAN OF DISTRIBUTION
All or part of the Shares may be offered by the Selling Shareholders
from time to time in transactions on the Nasdaq Stock Market, in privately
negotiated transactions, through the writing of options on the Shares, or a
combination of such methods of sale, at fixed prices that may be changed,
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices. For purposes of this
prospectus, the term "Selling Shareholders" includes donees, transferees,
pledgees or other successors in interest of or to the Selling Shareholders
that receive the Shares as a gift, partnership distribution or other
non-sale related transfer. The Selling Shareholders will act independently
of Amtran in making decisions with respect to the timing, manner and size
of each sale. The methods by which the Shares may be sold or distributed
may include, but are not limited to, the following:
(a)a cross or block trade in which the broker or dealer engaged by the
Selling Shareholders will attempt to sell the Shares as agent but
may position and resell a portion of the block as principal to
facilitate the transaction;
(b)purchases by a broker or dealer as principal and resale by such
broker or dealer for its account;
(c)an exchange distribution in accordance with the rules of such
exchange;
(d)ordinary brokerage transactions and transactions in which the
broker solicits purchasers;
(e)privately negotiated transactions;
(f)short sales or borrowings, returns and reborrowings of the Shares
pursuant to stock loan agreements to settle short sales;
(g)delivery in connection with the issuance of securities by issuers,
other than Amtran, that are exchangeable for (whether on an
optional or mandatory basis), or payable in, such shares (whether
such securities are listed on a national securities exchange or
otherwise) or pursuant to which such shares may be distributed; and
(h)a combination of any such methods of sale or distribution.
In effecting sales, brokers or dealers engaged by the Selling
Shareholders may arrange for other brokers or dealers to participate in
such sales. Brokers or dealers may receive commissions or discounts from
the Selling Shareholders or from the purchasers in amounts to be negotiated
immediately prior to the sale. The Selling Shareholders may also sell the
Shares in accordance with Rule 144 under the Securities Act or pursuant to
other exemptions from registration under the Securities Act.
If the Shares are sold in an underwritten offering, the Shares may be
acquired by the underwriters for their own account and may be further
resold from time to time, in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices
determined at the time of sale. The names of the underwriters with respect
to any such offering and the terms of the transactions, including any
underwriting discounts, concessions or commissions and other items
constituting compensation of the underwriters and broker-dealers, if any,
will be set forth in a prospectus supplement relating to such offering.
Any public offering price and any discounts, concessions or commissions
allowed or reallowed or paid to broker-dealers may be changed from time to
time. Unless otherwise set forth in a prospectus supplement, the
obligations of the underwriters to purchase the Shares will be subject to
certain conditions precedent and the underwriters will be obligated to
purchase all the Shares specified in such prospectus supplement if any such
Shares are purchased. This prospectus also may be used by brokers who
borrow the Shares to settle short sales of shares of Amtran common stock
and who wish to offer and sell such Shares under circumstances requiring
use of the prospectus or making use of the prospectus desirable.
From time to time, the Selling Shareholders may engage in short sales,
short sales against the box, puts, calls and other transactions in
securities of Amtran, or derivatives thereof, and may sell and deliver the
Shares in connection therewith.
None of the proceeds from the sales of the Shares by the Selling
Shareholders will be received by Amtran. Amtran will bear certain expenses
in connection with the registration of the Shares being offered by the
Selling Shareholders, including all costs incident to the offering and sale
of the Shares to the public other than any sales, broker's or underwriting
commissions or fees.
The Selling Shareholders, and any broker-dealer who acts in connection
with the sale of Shares hereunder, may be deemed to be "underwriters" as
that term is defined in the Securities Act, and any commissions received by
them and profit on any resale of the Shares as principal might be deemed to
be underwriting discounts and commissions under the Securities Act.
LEGAL MATTERS
The validity of the common stock offered hereby will be passed upon for
Amtran by Baker & Daniels, Indianapolis, Indiana.
EXPERTS
The consolidated financial statements of Amtran as of December 31, 1998
and 1997, and for each of the three years in the period ended December 31,
1998, appearing in Amtran's annual report on Form 10-K for the year ended
December 31, 1998, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable in connection with the sale
and distribution of the securities being registered. The sale and
distribution of the securities being registered hereby are being offered
for the account of certain security holders of the Registrant, and the
Registrant will pay all costs and expenses payable in connection with such
sale and distribution other than any sales, broker's or underwriting
commissions or fees and expenses of the security holders' counsel. All
amounts except the Securities and Exchange Commission registration fee are
estimated.
<TABLE>
<CAPTION>
ITEM AMOUNT
<S> <C>
Registration fee $451.53
Blue Sky fees and expenses N/A
Printing and engraving expenses 1,000.00
Legal fees and expenses 10,000.00
Accounting fees and expenses 10,000.00
Nasdaq National Market listing fee 2,000.00
Miscellaneous 1,548.47
Total $25,000.00
</TABLE>
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Information relating to indemnification of directors and officers is
incorporated by reference herein from Item 14 of the Registrant's
Registration Statement on Form S-1 (No. 33-59630).
Item 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)Exhibits: The list of exhibits is incorporated by reference to the
Index to Exhibits on page E-1.
(b)Financial Statement Schedules: All financial statements schedules
are omitted since the required information is not applicable or is
not present in amounts sufficient to require submission of the
schedules.
Item 17. UNDERTAKINGS.
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the Registration
Statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned registrant hereby undertakes that:
(a) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to
be part of this Registration Statement as of the time it was declared
effective.
(b) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
3. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
4. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
UNDERSIGNED REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE
THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING THIS REGISTRATION
STATEMENT ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF INDIANAPOLIS, STATE OF INDIANA, ON SEPTEMBER 9, 1999.
AMTRAN, INC.
By: /S/ JOHN P. TAGUE
John P. Tague, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints John P. Tague and Kenneth K. Wolff
and each of them, his true and lawful attorneys-in-fact and agents with
full power of substitution, for him and in his name, place and stead, in
any and all capacities to (i) act on, sign and file with the Securities and
Exchange Commission any and all amendments (including post-effective
amendments) to this Registration Statement, together with all schedules and
exhibits thereto and any subsequent registration statements filed pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, and (ii) take
any and all actions which may be necessary and appropriate therewith,
granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any
of them, or their or his substitutes, may lawfully do or cause to be done
by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON SEPTEMBER 9, 1999:
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/S/ J. GEORGE MIKELSONS
J. George Mikelsons Chairman of the Board
/S/ JOHN P. TAGUE
John P. Tague President, Chief Executive Officer and Director
(Principal Executive Officer)
/S/ JAMES W. HLAVACEK
James W. Hlavacek Executive Vice President, Chief Operating Officer and Director
/S/ KENNETH K. WOLFF
Kenneth K. Wolff Executive Vice President, Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
/S/ ROBERT A. ABEL
Robert A. Abel Director
William P. Rogers, Jr. Director
/S/ ANDREJS P. STIPNICKS
Andrejs P. Stipnicks Director
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
<S> <C>
4.1 Restated Articles of Incorporation, as amended, of the Registrant.
(The copy of this Exhibit, filed as Exhibit 3(a) to the
Registrant's Registration Statement on Form S-1 (Registration No.
33-59630), is incorporated herein by reference.)
4.2 By-Laws of the Registrant. (The copy of this Exhibit, filed as
Exhibit 3(b) to the Registrant's Registration Statement on Form S-1
(Registration No. 33-59630), is incorporated herein by reference.)
5 Opinion of Baker & Daniels, counsel for Registrant, regarding
legality of securities offered hereby.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Baker & Daniels - included in its opinion filed as Exhibit 5.
24 Power of Attorney - included on page II-3.
</TABLE>
EXHIBIT 5
[LETTERHEAD OF BAKER & DANIELS]
September 9, 1999
Amtran, Inc.
7337 West Washington Street
Indianapolis, Indiana 46231
Ladies and Gentlemen:
We have examined the corporate records and proceedings of Amtran, Inc.,
an Indiana corporation (the "Company"), with respect to the legal
sufficiency of all corporate proceedings of the Company taken in
connection with the authorization, issuance, form, validity and
nonassessability of the shares of the Common Stock, without par value
(the "Common Stock"), of the Company being registered for sale by the
Selling Shareholders as that term is defined in the Registration Statement
on Form S-3 (the "Registration Statement"),
being filed by the Company under the Securities Act of 1933, as amended
(the "Act"). Capitalized terms used herein and not otherwise defined shall
have the meaning given them in the Registration Statement.
Based on such examination, we are of the opinion that:
1. The Company is a validly existing corporation under
the laws of the State of Indiana.
2. The 78,988 outstanding Shares offered by sale by the Selling
Shareholders have been duly authorized and are validly issued fully paid
and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the references to us in the Prospectus which
is a part of the Registration Statement. In giving this consent, we do not
admit that we come within the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Securities
and Exchange Commission promulgated thereunder.
Yours very truly,
BAKER & DANIELS
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related Prospectus of Amtran,
Inc. for the registration of 78,988 shares of its common stock and to the
incorporation by reference therein of our report dated January 26, 1999,
with respect to the consolidated financial statements and schedule of
Amtran, Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Indianapolis, Indiana
September 8, 1999
