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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] Amendment to Application or Report Filed Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 [No Fee Required]
FOR THE YEAR ENDED DECEMBER 31, 1996
Commission File Number
0-23444
PAN AM CORPORATION
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(Exact name of registrant as specified in its charter)
FLORIDA 65-0450311
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9300 N.W. 36TH STREET
MIAMI, FLORIDA 33178
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(Address of principal executive offices) (Zip Code)
(305) 873-3000
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(Registrant's telephone number, including area code)
AMENDMENT NO. 1 TO ANNUAL REPORT ON FORM 10-K
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<PAGE>
The undersigned Registrant hereby amends its Annual Report on Form 10-K
for the year ended December 31, 1996 to add the following items to Part III, as
set forth in the pages attached hereto:
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
Item 13. Certain Relationships and Related Transactions.
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<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The table below sets forth the names and ages of the directors and
executive officers of Pan Am, as well as the positions and offices held by such
persons. A summary of the background and experience of each of these individuals
is set forth after the table.
NAME AGE POSITION WITH PAN AM
- ---- --- --------------------
James W. Arpey 64 Vice President-General
Manager and Chief Operations Officer
Karen T. Averill 46 Vice President-Personnel, Training
and Inflight Services
Richard F. Blake 52 Vice President-Marketing and Planning
Charles E. Cobb, Jr. 60 Chairman of the Board
Robert C. Coile 45 Vice President-Finance and Accounting
William T. Elio 56 Vice President-Passenger Services and Cargo
Phillip Frost, M.D. 60 Vice Chairman of the Board
Donal F. McSullivan 50 Vice President-Sales
John J. Ogilby, Jr. 40 Chief Financial Officer and General Counsel
Richard C. Pfenniger, Jr. 41 Director
Martin R. Shugrue, Jr. 56 President, Chief Executive Officer, Director
John J. Sicilian 36 Director
Hershel F. Smith, Jr. 64 Director
JAMES W. ARPEY, appointed as Vice President-General Manager and Chief
Operations Officer on March 1, 1996. Mr. Arpey is a 34-year veteran of the
airline industry, and has held senior executive positions with several major
airlines, including Trans World Airlines, Continental Airlines and Frontier
Airlines. Mr. Arpey was employed from 1972 to 1990 by Continental Airlines and
its affiliates, most recently as Senior Vice President of Aircraft Acquisition
and Disposition from 1986 to 1990. In such capacity, he was responsible for
extensive negotiations with aircraft and jet engine manufacturers. During his
tenure at Continental Airlines, Mr. Arpey served as Senior Vice
President-Operations and had various other executive responsibilities that
included the following areas: flight operations, inflight, quality control,
purchasing, material services, aircraft maintenance and engineering, scheduling
and regulatory compliance. From January 1990 to January 1995, Mr. Arpey served
as the executive consultant to the Eastern Air Lines, Inc. ("Eastern Airlines")
bankruptcy estate, specializing in the sale of Eastern Airlines' aircraft, spare
engines and spare parts.
KAREN T. AVERILL, appointed as Vice President-Personnel, Training and
Inflight Services on March 1, 1996. Ms. Averill is an airline executive with 28
years of operation and staff responsibilities in all phases of the industry. She
has held executive positions with several major airlines. From 1990 to 1995, she
served as the Vice President and Managing Director for the bankruptcy estate of
Eastern Express (a subsidiary of Eastern Airlines) where she was responsible for
the orderly shutdown and liquidation of the airline. Concurrently, she was
responsible for the daily operations and subsequent sale of Gulf Coast Aviation,
an FAA approved repair station owned by Eastern Express. From 1986 to 1990, Ms.
Averill served as Manager of System Employment for Eastern Airlines. Other
career responsibilities have included Recruitment, Human Resources, Finance,
Crew Scheduling, Training, Inflight Services and Stations Systems and
Operations. Additionally, from 1974 to 1984, Ms. Averill served as the Director
of Inflight Training for Air Florida. She formerly was the president of an
airline consulting
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firm, V-1, Inc., which provided consulting services to start-up carriers, as
well as on-going consultations for established airlines.
RICHARD F. BLAKE, appointed as Vice President-Marketing and Planning in
October, 1994. Mr. Blake is a 31-year executive of the travel and leisure
industry, specializing in international airline and cruise line transport. His
expertise is in the areas of marketing, sales and tactical planning and
development, direct marketing, advertising and public relations. Additionally,
his broad based understanding of all phases of operations, business practices
and legal and financial disciplines is highly respected in the passenger
transport business. Since 1996, Mr. Blake has been Senior Vice President of
Marketing for Pan Am. From 1992 to 1994, Mr. Blake served in an executive
capacity at Renaissance Cruises, Inc. and from 1991 to 1992, he was Vice
President of Product Development at Northwest Airlines where he was responsible
for the modernization of Northwest's aircraft fleet. Mr. Blake currently serves
on the Board of the Airlines Agent Reporting Plan of Puerto Rico. He has
previously served on the Executive Committee and the Board of the Airlines
Reporting Corporation, Bar Harbor Airways, the Caribbean Tourism Organization
and Vance IDS and continues to serve as a guest lecturer at the Royal
Aeronautical Society, Oxford England.
CHARLES E. COBB, JR., appointed as Chairman of the Pan Am Board on
March 8, 1996. Since 1992, Mr. Cobb has served as the Chairman, Chief Executive
Officer and President of Cobb Partners, Inc., an investment firm with interests
in real estate, international trade and tourism-related businesses. Mr. Cobb was
also Chairman and CEO of Arvida/Disney Corporation from 1984 to 1987 and was a
member of The Walt Disney Company Board of Directors and Executive Committee
from 1984 to 1987. Prior to that, Mr. Cobb served from 1972 to 1983 as Senior
Executive Vice President, Chief Operating Officer, Group President, Subsidiary
President (Arvida Corporation) and member of the Board of Directors of the Penn
Central Corporation, a $3 billion multi-industry company with more than 40,000
employees. Mr. Cobb served as United States Ambassador to Iceland during the
Bush Administration from 1989 to 1992 and from 1987 to 1989 served as Under
Secretary and Assistant Secretary of the United States Department of Commerce
during the Reagan Administration with responsibilities for the nation's trade
development, export promotion, and international travel and tourism
administration. Mr. Cobb was educated at Stanford University, where he received
a B.A. and an M.B.A.
ROBERT C. COILE, appointed as Vice President-Finance and Accounting on
September 13, 1996. Mr. Coile has over 17 years of experience in the airline
industry, primarily in the areas of accounting and finance, and has held
executive positions with Carnival Air Lines, Eastern Airlines and Air Florida.
From March 1993 to September 1996, Mr. Coile was Vice President-Industry Affairs
at Carnival Air Lines; from March 1981 to March 1993, he held various managerial
positions in accounting at Eastern Airlines culminating in the position of Vice
President-Accounting; and from March 1980 to April 1981, he was the Controller
of Air Florida. Prior to his employment with Air Florida, Mr. Coile was a Senior
Accountant at the public accounting firm of Price Waterhouse from July 1974 to
March 1980.
WILLIAM T. ELIO, Vice President-Passenger Services and Cargo since
April 1, 1996 and Vice President of Pan Am Clipper Cargo since June 11, 1996.
Mr. Elio is an airline executive with over 30 years of expertise in station
operations, passenger services, air freight, sales and marketing. His varied
background includes recruitment, training, ticketing, and negotiations and
contract administration for operational vendors. Mr. Elio has held executive
positions at the Former Pan Am and Continental Airlines. From April 1991 to
August 1993, he was Vice President of Continental Airlines' Latin American
Division and was responsible for the design and implementation of marketing
strategies and station security, as well as passenger and cargo services for 26
cities. Mr. Elio is a 25-year veteran of the Former Pan Am, having worked there
from April 1966 to March 1991. His career at Former Pan Am culminated in the
position of Managing Director of Field Sales with full responsibility of
stations operations for more than 127 stations in 52 countries. From April 1995
to March 1996, Mr. Elio served as the Vice President of Administration and
Operations for Kendall Marketing, a firm specializing in travel awards programs.
From August 1993 to March 1995, Mr. Elio left the corporate world to establish
his own business in his home state, Vermont. He and his wife owned and operated
a bookstore and office business center that catered to tourist/executives.
During the March 1994-1995 period, he rejoined the airline industry, where he
provided
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consulting services and started America Central Corporation, which was formed to
represent and handle operations and marketing in the United States for the TACA
Group, a group of Central American airlines.
PHILLIP FROST, M.D., appointed as a Director on March 8, 1996 and as
Vice Chairman of the Board on April 16, 1996. Since 1987, Dr. Frost has served
as Chairman of the Board of Directors and Chief Executive Officer of IVAX
Corporation, a Florida corporation ("IVAX"), the world's largest generic
pharmaceutical manufacturer. He was the Chairman of the Department of
Dermatology at Mt. Sinai Medical Center of Greater Miami, Miami Beach, Florida
from 1972 to 1990. Dr. Frost was Chairman of the Board of Directors of Key
Pharmaceutical, Inc. from 1972 to 1986. He is Vice Chairman of the Board of
Directors of North American Vaccine, Inc. ("NAV"), and a Director of American
Exploration Company, which is engaged in oil and gas exploration and production,
Whitman Education Group, Inc., which is engaged in proprietary education
("Whitman"), Northrup Grumman, an aerospace/defense company, and Continucare
Corporation, which manages rehabilitation, medicine and psychiatry practices. He
is a trustee of the University of Miami and a member of the Board of Governors
of the American Stock Exchange.
DONAL F. MCSULLIVAN, Vice President-Sales since March 1, 1996. Mr.
McSullivan is an internationally recognized executive in marketing, tourism and
travel, with over 25 years of experience. He has extensive experience in sales
planning development and implementation, including the comprehensive travel
agency and corporate incentive programs. From 1976 to 1986, he was Executive
Chairman of the Irish Tourist Board in North America. During his appointed term
of office he more than doubled the number of travelers into Ireland.
Concurrently, he served as the Chairman of the North American Committee of the
European Travel Commission as well as sitting on several committees for the
American Society of Travel Agents. Mr. McSullivan is a recognized speaker and
has addressed the United States Senate and House Sub-Committees on several
occasions as an expert witness on issues related to tourism and travel. From
1987 to 1996, McSullivan and Associates provided marketing, operational and
financial expertise to a number of clients, both domestically and
internationally. Mr. McSullivan has been an independent consultant from 1994 to
1996.
JOHN J. OGILBY, JR., appointed as Chief Financial Officer, General
Counsel and Secretary on March 8, 1996. From May 1991 to December 1995, Mr.
Ogilby practiced law with his own firm which specialized in
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aviation and transactional matters. From February 1994 to March 1996, he was
General Counsel to Aeroflot Russian International Airlines-United States
Southeastern Division. From August 1986 to May 1991, Mr. Ogilby served as
Director-Legal Affairs of Eastern Airlines where he was responsible for
corporate and transactional matters, including the liquidation of a substantial
portion of the assets of the Eastern Airlines estate. From 1984 to 1986, Mr.
Ogilby was a corporate and tax attorney with the law firm of Icard, Merrill,
Cullis, Timm & Furren in Sarasota, Florida. From April 1995 to March 1996, Mr.
Ogilby was a Director of ARINC, Inc., a diversified corporation with $250.0
million in annual revenues that provides a full array of communications,
information systems and systems engineering for the global transportation
industry as well as for government and commercial customers. Mr. Ogilby holds a
Juris Doctorate, Masters in Taxation and BSBA in Accounting from the University
of Florida and is a former Certified Public Accountant.
RICHARD C. PFENNIGER, JR., appointed as a Director on March 8, 1996, as
a designee of Phillip Frost pursuant to that certain Contribution Agreement
dated on same date. Mr. Pfenniger has served as the Chief Executive Officer of
Whitman since March 1997 and as Director of Whitman since 1992. He served as the
Chief Operating Officer of IVAX from May 1994 to March 1997. He served as Senior
Vice President-Legal Affairs and General Counsel of IVAX from 1989 to May 1994
and as Secretary from 1990 to 1994. Prior to joining IVAX, Mr. Pfenniger was
engaged in private law practice. Mr. Pfenniger is also a Director of NAV and
NaPro BioTherapeutics, Inc., a biopharmaceutical research and development firm.
MARTIN R. SHUGRUE, JR., appointed as President, Chief Executive Officer
and a Director on March 8, 1996. Mr. Shugrue's aviation career spans 28 years,
and he has most notably held senior executive positions at several major
domestic and international airlines. In 1968, he began his aviation career as a
Boeing 707 flight officer. Over the course of his 20 year career at Former Pan
Am, he served as Managing Director of the UK and Western Europe, the East
Central United States, Vice President of Personnel and Industrial Relations,
Senior Vice President of Administration, and as Senior Vice President of
Marketing. In 1984, until his departure in 1988, he served as Chief Operating
Officer and Vice Chairman. Concurrently, he served on the Board of Directors for
Pan Am Express, the Pan Am Shuttle, and Pan American Corporation. In 1988, Mr.
Shugrue served as President of Continental Airlines and Chief Executive Officer
of Continental/Eastern Express. During his tenure he also served on the Board of
Directors for Continental/Eastern Sales Inc. and System One Corporation. In
1990, Continental Airlines filed for Chapter 11 bankruptcy protection in the
United States Bankruptcy Court for the District of Delaware. In 1990, Mr.
Shugrue was also appointed by the United States Trustee, and confirmed by the
Chief Bankruptcy Judge, Southern District, New York to serve as the Trustee of
Eastern Airlines. He served in this capacity until 1995. In 1994, Mr. Shugrue
formed and has since headed an international consulting firm, MRS&A Limited
Partnership ("MRS&A"), specializing in strategic business, marketing, financial
and operational planning services to clients in the travel, tourism, and the
transportation business. He currently spends a nominal amount of time on MRS&A
matters.
JOHN J. SICILIAN, appointed as a Director on March 8, 1996. Since 1995,
Mr. Sicilian has served as Chairman, President and Liquidating Agent of Eastern
Airlines. In that capacity, he has had complete responsibility to maximize the
value of the remaining assets and make distributions to remaining creditors of
Eastern Airlines. From 1990 through 1994, Mr. Sicilian served as Executive Vice
President and General Counsel of Eastern Airlines, functioning as primary
advisor to Mr. Shugrue, the court-appointed Trustee. Prior to his employment
with Eastern Airlines, Mr. Sicilian was an attorney with Verner, Liipfert,
Bernhard, McPherson and Hand in Washington, D.C., and with Ford & Harrison in
Atlanta. He specialized in matters involving antitrust, labor, general
litigation and general corporate issues, with particular emphasis in
representing airline clients and aviation associations. Mr. Sicilian is a
Director of ARINC, Inc., a diversified corporation with $250.0 million in annual
revenues that provides a full array of communications, information systems and
systems engineering for the global transportation industry as well as for
government and commercial customers.
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HERSHEL F. SMITH, JR., appointed as a Director on January 22, 1997.
Since January 1990, Mr. Smith has served as the President of Community
Investment Services, Inc., a licensed securities broker-dealer and a registered
investment adviser.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934.
Section 16(a) of the Securities Exchange Act of 1934 requires Pan Am's
directors, executive officers and 10% shareholders to file reports of ownership
and reports of changes in ownership of Common Stock and other equity securities
with the Securities and Exchange Commission and the AMEX. Directors, executive
officers and 10% shareholders are required to furnish Pan Am with copies of all
Section 16(a) forms they file. Based on a review of the copies of such reports
furnished to Pan Am and written representations from Pan Am's directors and
executive officers that no other reports were required, Pan Am believes that
during 1996 Pan Am's directors, executive officers and 10% shareholders complied
with all Section 16(a) filing requirements applicable to them.
ITEM 11. EXECUTIVE COMPENSATION
GENERAL. The following summary compensation table sets forth
information concerning compensation for services in all capacities awarded to,
earned by or paid to Martin R. Shugrue, Jr., the Chief Executive Officer and
President of the Company. No other person employed by the Company earned in
excess of $100,000 during the fiscal year ended December 31, 1996.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
----------------------------------------- ----------------------------------
NAME AND OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY($)(1) BONUS($) COMPENSATION($) STOCK OPTIONS(2) COMPENSATION($)
- ------------------ ---- ------------ -------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Martin R. Shugrue, Jr. 1996 $125,000 -- -- 652,734 $293(3)
CEO
</TABLE>
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(1) This amount is prorated for the portion of the fiscal year in which Mr.
Shugrue was employed by the Company. Mr. Shugrue was employed by the Company
on March 8, 1996 and receives a yearly base salary of $150,000.
(2) Represents the number of shares of Common Stock underlying the options.
(3) Represents the group term life insurance taxable over $50,000.
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The following table sets forth certain summary information
concerning individual grants of stock options by the Company during the fiscal
year ended December 31, 1996 to the executive officers named in the "Summary
Compensation Table".
<TABLE>
<CAPTION>
STOCK OPTION GRANTS IN FISCAL YEAR 1996
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
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NUMBER OF
SECURITIES PERCENT OF EXERCISE
UNDERLYING TOTAL OPTIONS PRICE
OPTIONS/SARS GRANTED TO (PER EXPIRATION
NAME GRANTED (#) EMPLOYEES(%) SHARE) DATE 0% 5% 10%
- ---- ------------ ------------- -------- ---------- -- -- ---
<S> <C> <C> <C> <C> <C> <C> <C>
Martin R. 20,000 1.53% $5 April 23, -- $ 63,000 $ 159,000
Shugrue, Jr. 2006
Martin R. 632,734 48.36% $1 March 3, -- $398,622 $1,006,047
Shugrue, Jr. 2006
</TABLE>
The following table sets forth certain summary information concerning
exercised and unexercised options to purchase the Company's Common Stock as of
December 31, 1996 held by the executive officers named in the "Summary
Compensation Table." None of these executives exercised any options during the
year ended December 31, 1996.
<TABLE>
<CAPTION>
STOCK OPTION EXERCISES IN
FISCAL YEAR 1996 AND FISCAL YEAR-END OPTION VALUES
VALUE OF UNEXERCISED
NAME AND NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS(1)
POSITION SHARES OPTIONS HELD AT FY-END(#) AT FISCAL YEAR END($)
DURING 1996 ACQUIRED ON VALUE --------------------------- --------------------------
FISCAL YEAR EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Martin R. Shugrue, Jr. -- -- 639,401 13,333 $4,169,401 $34,166
</TABLE>
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(1) The value of unexercised in-the-money options represents the number of
options held at year-end 1996 multiplied by the difference between the
exercise price and $7.563, the closing price of the Company's common stock
at year end 1996.
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COMPENSATION OF DIRECTORS. Pursuant to Pan Am's 1996 Stock Option Plan
(the "Plan"), each director of the Company was granted 20,000 options for the
services each provided as a director to the Company. The Plan provides that each
person who is a non-employee director of the Company shall (i) upon acceptance
of a directorship, receive an option to acquire 20,000 shares of Common Stock
which shall vest ratably over three years (regardless of whether such director
serves for such three-year period) and (ii) after such director has served in
such capacity for a period of six months, then on the first business day
following any annual meeting of shareholders of the Company thereafter, such
person shall automatically receive on such date an option to acquire 10,000
shares as a director and an additional 5,000 shares as the chair of any
committee of the Board of Directors. Such options granted have an exercise price
equal to the fair market value of the Common Stock on the date of grant and
shall have a term of ten years from the date of grant.
Pursuant to the Board of Directors Travel Program adopted on October
29, 1996, a director, his spouse and dependent children are provided with travel
privileges on the Company, with the director being obligated to pay only
applicable federal and state income tax as ordinary income on the market value
of the non-Company business travel. There is no tax liability for any travel
designated by the director as business travel. All travel by a director's spouse
and dependent children, with the exception of activities related to the
director's duties, such as the spouse being invited to attend special Board
functions, is treated as pleasure travel.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL ARRANGEMENTS. Pan Am and Mr. Shugrue have entered into an
employment agreement dated March 8, 1996 (the "Shugrue Employment Agreement").
The term of the Shugrue Employment Agreement is for a period of three years. Mr.
Shugrue will receive a yearly base salary of $150,000. In the event Mr. Shugrue
terminates the Shugrue Employment Agreement prior to February 15, 1998, he will
be required to pay Pan Am the sum of $500,000. Mr. Shugrue shall be entitled to
terminate the Shugrue Employment Agreement without liability upon the occurrence
of certain events, including upon a "change in control" of Pan Am.
ADDITIONAL INFORMATION WITH RESPECT TO COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS. During 1996, the
following directors served on the Compensation Committee of the Board of
Directors: Mr. Cobb, Mr. Pfenniger and Mr. Sicilian. None of such persons are or
have been executive officers of Pan Am and no interlocking relationships exist
between such persons and the directors or executive officers of Pan Am.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 31, 1997, certain
information regarding the beneficial ownership of the Company's Common Stock by
(i) each person known by the Company to be the owner of more than 5% of the
Company's outstanding Common Stock; (ii) each current director; (iii) each
executive officer named in the "Summary Compensation Table;" and (iv) all
executive officers and directors of the Company as a group:
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<PAGE>
AMOUNT, NATURE AND
NAME AND ADDRESS OF PERCENTAGE OF OWNERSHIP OF
BENEFICIAL OWNER(1)(2) COMPANY COMMON STOCK(3)
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Cobb Partners Limited(4)(5) 714,653 6.35%
Charles E. Cobb, Jr.(5)(4) 1,033,861 9.17%
Community Investment Services, Inc.(6)(12) 1,069,800 9.43%
EAL Asset Holding, Inc.(7)(11) 2,803,142 22.20%
Phillip Frost, M.D.(8) 1,171,054 10.14%
Frost-Pan Investment Corp.(8) 1,164,387 10.09%
Richard C. Pfenniger, Jr.(9) 18,667 *
Martin R. Shugrue, Jr.(10) 752,857 6.33%
John J. Sicilian(11)(7) 2,809,809 22.24%
Hershel F. Smith, Jr.(12)(6) 93,000 *
All directors and executive officers
as a group (13 persons)(13) 6,308,157 45.64%
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(*) Less than 1%.
(1) Unless otherwise indicated, each person has sole voting and investment
power with respect to all such shares.
(2) Unless otherwise indicated, the address of each of the beneficial owners
identified is c/o Pan Am Corporation, 9300 N.W. 36th Street, Miami, FL
33178.
(3) Ownership percentages are based on 11,262,610 shares of Common Stock
outstanding as of March 31, 1997 and shares of Common Stock subject to
outstanding stock options or warrants which are exercisable by the named
individual or group.
(4) Cobb Partners Limited ("Cobb Limited") filed a Schedule 13D dated February
15, 1997 with the Securities and Exchange Commission ("SEC"), reporting
ownership of 714,653 shares of Common Stock. Cobb Limited shares voting and
dispositive power with respect to all such shares with Cobb Partners, Inc.
("CP"), the general partner of Cobb Limited, and Mr. Cobb. Mr. Cobb, the
sole shareholder, an officer and director of CP, is the Chairman of the
Board of Directors of Pan Am. The address of Cobb Limited is 2333 Ponce de
Leon Boulevard, PH 1100, Coral Gables, FL 33134.
(5) Mr. Cobb filed a Schedule 13D dated February 15, 1997 with the SEC,
reporting ownership of 1,033,861 shares of Common Stock. As reported by Mr.
Cobb in the Schedule 13D, he shares voting and dispositive power with
respect to 1,027,195 of such shares with the following Cobb affiliates: (a)
Cobb Limited with respect to 714,653 shares of Common Stock (See Note 4);
(b) Cobb World Services, Inc. ("World Services") with respect to 212,542
shares of Common Stock; (c) Cobb Family Foundation, Inc. ("Foundation")
with respect to 50,000 shares of Common Stock; and (d) Cobb Family
Twenty-Second Century Fund ("Fund") with respect to 50,000 shares of Common
Stock. Mr. Cobb is the sole shareholder, a director and an officer of World
Services. Mr. Cobb is also a principal contributor and President of the
Foundation, a charitable organization, and a trustee (not a beneficiary) of
the Fund, a family trust. Mr. Cobb disclaims beneficial ownership of all
such shares held by either the Foundation or the Fund. Also includes
currently exercisable options to purchase 6,666 shares of Common Stock. Mr.
Cobb is the Chairman of the Board of Directors of Pan Am and has been
nominated for re-election. The address of Mr. Cobb is 2333 Ponce de Leon
Boulevard, PH 1100, Coral Gables, FL 33134.
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(6) Community Investment Services, Inc. ("Community") filed a Schedule 13G
dated February 12, 1997 with the SEC, reporting beneficial ownership of
1,069,800 shares of Common Stock with sole voting power with respect to
those warrants to purchase 80,000 of such shares and sole dispositive power
with respect to all such 1,069,800 shares. Mr. Hershel F. Smith, Jr., a
director of Pan Am, is the President of Community, and, in such capacity,
may be deemed to be the beneficial owner of the shares of Common Stock
owned by Community. Mr. Smith disclaims beneficial ownership of all such
shares of Common Stock owned by Community. The address of Community is
15600 S.W. 288th Street, Suite 100, Homestead, FL 33033.
(7) Includes currently exercisable warrants to purchase 1,364,625 shares of
Common Stock (70,000 shares of which were issued to EAL Asset Holding, Inc.
("EAL"), a wholly-owned subsidiary of Eastern Airlines, and the remaining
balance of which was issued to Eastern Airlines). Mr. John J. Sicilian,
the Chairman, President and Liquidating Agent of Eastern Airlines and the
sole director and officer of EAL, is a director of Pan Am. See Note 11.
The address of EAL is c/o Eastern Air Lines, Inc., 9300 N.W. 36th Street,
Miami, FL 33178.
(8) Each of Dr. Frost, Frost-Pan Investment Corp. ("Frost-Pan"), Frost-Nevada
Limited Partnership ("Partnership") and Frost-Nevada Corporation filed a
13D dated September 23, 1996 with the SEC, each reporting ownership of
1,164,387 shares of Common Stock (inclusive of options to purchase 276,821
shares of Common Stock) with shared voting power and shared dispositive
power with each other with respect to such shares. Dr. Frost is the sole
limited partner of the Partnership and the sole shareholder, a director and
an officer of Frost-Nevada Corporation, the general partner of the
Partnership. Dr. Frost is also the sole shareholder, director and officer
of Frost-Pan. Additionally, Dr. Frost holds currently exercisable options
to purchase 6,667 shares of Common Stock. Dr. Frost is the Vice Chairman of
the Board of Directors of Pan Am and has been nominated for re-election.
The address of Dr. Frost and Frost-Pan is 4400 Biscayne Boulevard, PH,
Miami, FL 33137-3227.
(9) Includes currently exercisable options to purchase 6,667 shares of Common
Stock.
(10) Includes currently exercisable options to purchase 639,401 shares of Common
Stock.
(11) Includes 1,438,517 shares of Common Stock owned by EAL and currently
exercisable warrants to purchase 1,364,625 shares of Common Stock held by
EAL and Eastern Airlines. See Note 7. Mr. Sicilian, as Chairman, President
and Liquidating Agent of Eastern Airlines and sole director and officer of
EAL, may be deemed to be the beneficial owner of the above shares because
he has sole dispositive power and sole voting power with respect to such
shares. However, as Liquidating Agent, Mr. Sicilian is required to manage
the affairs of Eastern Airlines in good faith so as to maximize the value
of Eastern Airlines' property through the orderly liquidation of such
property in a commercially reasonable manner. While Mr. Sicilian may do so
without supervision or approval of the bankruptcy court, he is required to
act for the benefit of Eastern Airlines' creditors. Mr. Sicilian disclaims
beneficial ownership of all such shares owned by EAL. Additionally, Mr.
Sicilian holds currently exercisable options to purchase 6,667 shares of
Common Stock. Mr. Sicilian is a director of Pan Am and has been nominated
for re-election.
(12) Includes currently exercisable warrants to purchase 43,000 shares of Common
Stock; does not include the 1,069,800 shares of Common Stock owned by
Community. See Note 6. Mr. Smith is a director of Pan Am and has been
nominated for re-election. The address of Mr. Smith is 15600 S.W. 288th
Street, Suite 100, Homestead, FL 33033.
(13) Includes currently exercisable options and warrants to purchase 1,194,077
shares of Common Stock; also includes 2,803,142 shares of Common Stock
beneficially owned by EAL (inclusive of warrants held by EAL and Eastern
Airlines) which may be deemed to be beneficially owned by Mr. Sicilian.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ORGANIZATIONAL TRANSACTIONS. On January 11, 1996, Pan Am issued 141,695
shares of the Common Stock to MRS&A formed by Martin R. Shugrue, Jr., in
exchange for a capital contribution in the amount of $500,000. Mr. Shugrue is
the Chief Executive Officer, President and a director of Pan Am. In addition, on
March 1, 1996, Pan Am issued to Mr. Shugrue, John J. Ogilby, Jr. and Richard F.
Blake options to purchase 632,734, 79,092 and 79,092 shares, respectively, of
Common Stock (the "Shugrue Options"). Mr. Ogilby is the Chief Financial Officer
and General Counsel of Pan Am and Mr. Blake is the Vice President-Marketing and
Planning of Pan Am. The Shugrue Options are exercisable at a price of $1.00 per
share during the nine-year period commencing March 4, 1997. The Shugrue Options
contain standard anti-dilution provisions.
On March 8, 1996, an agreement (the "Contribution Agreement") was
entered into by and among Pan Am, PANF, Inc., a Florida corporation ("PANF"),
Pan Am World Services, Inc., a Florida corporation (currently known as Cobb
World Services, Inc., "World Services"), Pan Am Alliance, Inc., a Florida
Corporation (currently known as Cobb PA Acquisition Corporation, "Alliance", and
together with World Services, collectively the "Cobb Investors"), Frost-Pan
Investment Corp., a Florida corporation ("Frost-Pan") and EAL Asset Holding,
Inc., a
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Florida corporation ("EAL"). The Cobb Investors, Frost-Pan, MRS&A and EAL are
referred to herein individually as an "Investor" and collectively as the
"Investors." PANF, which subsequently changed its name to "Pan American World
Airways, Inc." functions as the operating airline subsidiary of the Company.
Pursuant to the Contribution Agreement, World Services and Alliance
(both wholly-owned by Charles E. Cobb, Jr.) jointly delivered to Pan Am, in
exchange for 212,542 and 765,153 shares of Common Stock, respectively, (i) the
sum of $1.0 million in cash and (ii) all of the issued and outstanding capital
stock of Pan American World Airways, Inc., a Delaware corporation ("PA"), and
Pan Am Corporation (currently known as Pan Am Airbridge Holdings, Inc.), a
Florida corporation ("Airbridge Holdings"), both of which were wholly-owned
subsidiaries of World Services and Alliance. PA is the owner of certain
intellectual property rights, including the trade names "Pan Am" and "Pan Am -
with globe design", along with various registered trademarks and service marks
related thereto. Airbridge Holdings owns a 30% interest in Chalk's Air Bridge,
Inc., which owns a 100% interest in Flying Boats, Inc. (d.b.a. Pan Am AirBridge,
Inc. (f.k.a. Chalk's International Airlines)) ("Chalk's"). Airbridge Holdings
also has the right to obtain a 30% interest in an entity to be created that will
acquire from Chalk's the right to use air terminal facilities and landing ramps
located on Watson Island (Miami), Florida. Pan Am is currently negotiating the
purchase of the remaining 70% interest in Chalk's. Mr. Cobb is the Chairman of
the Board of Directors of Pan Am and also currently beneficially owns 9.17% of
the outstanding Common Stock. See Item 12 - "Security Ownership of Certain
Beneficial Owners and Management."
Pursuant to the Contribution Agreement, Frost-Pan delivered to Pan Am,
in exchange for 566,780 shares of Common Stock and options to purchase an
additional 276,821 shares of Common Stock (the "Frost-Pan Options"), the sum of
$2.0 million in cash. The Frost-Pan Options are exercisable at a price of $1.00
per share during the nine-year period commencing on September 23, 1996. The
Frost-Pan Options contain certain standard anti-dilution provisions. Frost-Pan
currently beneficially owns 10.09% of the outstanding Common Stock. See Item 12
- - "Security Ownership of Certain Beneficial Owners and Management." Phillip
Frost, M.D., the sole shareholder, director and officer of Frost-Pan, is the
Vice Chairman of the Board of Directors of Pan Am.
Pursuant to the Contribution Agreement, EAL transferred, assigned and
delivered to Pan Am, in exchange for 1,161,898 shares of Common Stock, (i) all
of the issued and outstanding capital stock of EAL Asset Company No. 1, Inc., a
Florida corporation, which owns certain A300 spare parts, certain intellectual
property and marketing assets, including Eastern Airlines' maintenance, flight
operations and training program manuals, customer lists and proprietary rights
in Pan Am's business plan and a certain Facility Rent Credit relating to Pan
Am's use of office space (the "Facility Rent Credit") located at Eastern
Airlines' Doral Technology Center (the "Doral Facility"); (ii) the sum of $1.5
million in cash, conditioned as described below; (iii) any and all of Eastern
Airlines' interests in the approximately $1.35 million outstanding balance due
on a certain promissory note executed by the LIFECO travel agency in favor of
EAL (the "LIFECO Interest"), conditioned as described below; and (iv) its right
in and to, subject to obtaining all necessary government approvals, EAL's
dormant route authority to serve Havana, Cuba from Fort Lauderdale and West Palm
Beach, Florida (the "Havana Route Authority"), conditioned as described below.
The payment by EAL of the $1.5 million was conditioned upon the execution and
delivery by Pan Am and ING Lease (Nederland) B.V. ("ING") of an aircraft lease
relating to two certain A300 aircraft (Mfr. Serial Nos. 216 and 220). Pursuant
to the Contribution Agreement, the LIFECO Interest and the Havana Route
Authority shall be conveyed to Pan Am at any time upon Pan Am's request. The
granting by EAL of its rights in the Havana Route Authority does not by any
means insure that Pan Am will in fact be granted such route. The Contribution
Agreement entitles Pan Am to redeem certain shares of Common Stock from EAL
under certain circumstances relating to the LIFECO Interest, the Havana Rate
Authority and the Facility Rent Credit. EAL currently beneficially owns 22.20%
of the outstanding Common Stock (inclusive of the warrants Eastern Airlines,
EAL's parent, received for the purchase of the Doral Facility as described
below). See Item 12 - "Security Ownership of Certain Beneficial Owners and
Management." John J. Sicilian, the sole director and officer of EAL and the
Chairman, President and Liquidating Agent of Eastern Airlines, is a director of
Pan Am. In such capacity as Liquidating Agent of Eastern Airlines, he has
complete responsibility to maximize the value of the remaining assets and make
distributions to the remaining creditors of Eastern Airlines.
In addition, the LIFECO Interest and the Havana Route Authority were
valued at $300,000 and, as a result, EAL was issued 85,017 shares of Common
Stock. Pursuant to the Contribution Agreement, if the Pan Am Board
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later determined that the actual value of the LIFECO Interest and the Havana
Route Authority exceeded $300,000, EAL would be entitled to receive from Pan Am,
at EAL's option: (i) the amount of such excess in cash, or (ii) additional
shares of Common Stock having a value equal to such excess (based on a price of
approximately $3.53 per share). On February 3, 1997, the Pan Am Board determined
that the actual value of the LIFECO Interest and the Havana Route Authority was
equal to $1.35 million. At EAL's election, Pan Am issued an additional 297,419
shares of Common Stock to cover such excess.
EAL also received warrants to purchase an additional 80,000 shares of
Common Stock (the "EAL Warrants"). The terms of the EAL Warrants provide for an
exercise price of (i) $5.00 per share during the eight month period commencing
upon September 19, 1996 and (ii) $8.10 per share during the three years
thereafter. The EAL Warrants also contain standard anti-dilution provisions.
PURCHASE OF DORAL FACILITY. In March 1996, Pan Am was granted a Rent
Facility Credit by Eastern Airlines for the use of office space through the end
of September 1996 at the Doral Facility in Miami, Florida, valued at $300,110,
in exchange for 85,017 shares of Common Stock. Since October 1, 1996, Pan Am has
been leasing this space for $47,499 per month on a month to month basis. Pan Am
has temporarily established its offices at this location and considers it to be
adequate for its initial operations. On March 31, 1997, the Company completed
the purchase from Eastern Airlines of the Doral Facility pursuant to a Closing
Agreement between Eastern Airlines, Pan American Properties, Inc., a Florida
corporation and a wholly-owned subsidiary of Pan Am, Pan Am and an Escrow Agent,
which Facility will temporarily serve as the primary place of Pan Am's business.
The property consists of a leasehold interest in a certain building and real
property and approximately 18 acres of land. The transaction, valued at $10.4
million, was completed through the issuance of 1,294,625 warrants which entitle
Eastern Airlines to exchange such warrants for an equal number of shares of
Common Stock of the Company upon the satisfaction of certain conditions,
including, among others, the approval of the transaction by the shareholders of
Pan Am. See Item 2 - "Description of Property -- Temporary Headquarters, Ground
Facilities and Services."
ING LEASES. Pan Am has entered into a definitive agreement with ING to
lease three A300 aircraft. Two of such aircraft (the "Former Eastern Aircraft")
are subject to safe harbor leases pursuant to which Eastern Airlines has certain
tax indemnity obligations. In order to avoid triggering such indemnities, the
Former Eastern Aircraft must be operated in a qualifying manner which
essentially requires that the Former Eastern Aircraft be flown in United States
domestic service. Accordingly, if Pan Am leases the Former Eastern Aircraft and
utilizes them in its proposed airline operations, Eastern Airlines will avoid
incurring the adverse consequences of these tax indemnity obligations.
Management believes that the ING leases are on terms no less favorable than that
available from other available lessors.
COMMUNITY WARRANTS. Community Investment Services, Inc. received
warrants to purchase 80,000 shares of Common Stock for its services in
connection with a private placement of Common Stock (the "Community Warrants").
The terms of the Community Warrants provide for an exercise price of (i) $5.00
per share during the eight month period commencing upon September 19, 1996 and
(ii) $8.10 per share during the three years thereafter. The Community Warrants
also contain standard anti-dilution provisions. Community currently beneficially
owns 9.43% of the outstanding Common Stock. See Item 12 - "Security Ownership of
Certain Beneficial Owners and Management." Hershel F. Smith, Jr., a director of
Pan Am, is also the President of Community.
INDEBTEDNESS. On December 6, 1996, Pan Am loaned Mr. Shugrue an amount
equal to $125,000, evidenced by a promissory note. Such note provides that such
amount shall be payable on demand, with interest accruing at 6% per annum.
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Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
PAN AM CORPORATION
Date: April 30, 1997 By:/S/ JOHN J. OGILBY, JR.
------------------------
John J. Ogilby, Jr., Chief Financial Officer
and General Counsel
(Principal Financial Officer)
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