FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
{X} ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ___________
Commission file number 1-13934
MIDWEST EXPRESS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1828757
(State or other jurisdiction of (I.R.S. Employer
or organization) Identification No.)
6744 South Howell Avenue
Oak Creek, Wisconsin 53154
(Address of principal executive offices)
(Zip Code)
414-570-4000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $.01 par value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
------------------------------- ------------------------
(Title of class) (Names of exchange on
which registered)
Securities registered pursuant to
Section 12(g) of the Act: None
(Title of class)
Indicate by checkmark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
Indicate by checkmark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. [x]
Aggregate market value of voting stock held by nonaffiliates as of
March 5, 1998: $489.9 million
As of March 5, 1998 there were 9,421,867 shares of Common Stock, $.01 par
value, of the registrant outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1997 Annual Report to Shareholders for the fiscal year
ended December 31, 1997 are incorporated by reference into Parts II and
IV. Portions of the definitive Proxy Statement for registrant's Annual
Meeting of Shareholders to be held on April 22, 1998 are incorporated by
reference in Part III.
The undersigned registrant hereby amends and restates Item 14 of its
Annual Report on Form 10-K for the year ended December 31, 1997 to provide
in its entirety as follows:
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) Financial Statements:
The consolidated financial statements of the Company as of December
31, 1997 and 1996 and for each of the three years in the period ending
December 31, 1997, together with the report thereon of Deloitte & Touche
LLP, dated January 30, 1998, appear on pages 25 through 35 of the
Company's 1997 Annual Report to Shareholders, and are incorporated herein
by reference.
(a)(2) Financial Statement Schedules:
Schedule II - Valuation and Qualifying Accounts
Schedules not included have been omitted because they are not
applicable.
(b) Reports on Form 8-K:
The Company did not file any reports on Form 8-K during the fourth
quarter of 1997.
(c) Exhibits:
The Exhibits filed or incorporated by reference herewith are as
specified in the Exhibit Index.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized.
MIDWEST EXPRESS HOLDINGS, INC.
Registrant
April 2, 1998 By /s/Robert S. Bahlman
Robert S. Bahlman
Senior Vice President, Chief Financial
Officer, Treasurer and Controller
<PAGE>
EXHIBIT INDEX
MIDWEST EXPRESS HOLDINGS, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
Exhibit No. Description
(3.1) Restated Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to the Company's Registration
Statement on Form 8-B filed May 2, 1996 (File No. 1-13934)).
(3.2) Bylaws, as amended through December 4, 1996 (incorporated by
reference to Exhibit 3.2 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1996 (File No. 1-
13934)).
(3.3) Articles of Amendment relating to Series A Junior
Participating Preferred Stock (incorporated by reference to
Exhibit 3.3 to the Company's Registration Statement on Form
8-B filed May 2, 1996 (File No. 1-13934)).
(4.1) Credit Agreement among Firstar Bank Milwaukee, N.A.; M&I
Marshall & Ilsley Bank; Bank One, Milwaukee, N.A.; and
Midwest Express Holdings, Inc. dated September 27, 1995
(incorporated by reference to Exhibit 4.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995 (File No. 1-13934)).
(4.2) Credit Agreement between Kimberly-Clark Corporation and
Midwest Express Holdings, Inc., dated September 27, 1995
(incorporated by reference to Exhibit 4.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995 (File No. 1-13934)).
(4.3) Rights Agreement, dated February 14, 1996, between the
Company and Firstar Trust Company (incorporated by reference
to Exhibit 4.1 to the Company's Registration Statement on
Form 8-A filed February 15, 1996 (File No. 1-13934)).
(4.4) Amendment to the Rights Agreement, dated April 19, 1996,
between the Company and Firstar Trust Company (incorporated
by reference to Exhibit 4.1 to the Company's Registration
Statement on Form 8-B filed May 2, 1996 (File No. 1-13934)).
(4.5) Second Amendment to Credit Agreement, dated as of April 30,
1997, amending the Credit Agreement dated September 27,
1995, as amended to date, among Midwest Express Holdings,
Inc.; Firstar Bank Milwaukee, N.A.; M&I Marshall & Ilsley
Bank; and Bank One, Milwaukee, N.A. (incorporated by
reference to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997 (File No. 1-13934)).
(10.1) Lease Agreement between Milwaukee County and Midwest
Express, dated May 12, 1988 (incorporated by reference to
Exhibit 10.4 to the Company's Registration Statement on Form
S-1 (File No. 33-95212) (the "S-1")).
(10.2) Airline Lease, as amended, between Milwaukee County and
Midwest Express, dated October 1, 1984 (incorporated by
reference to Exhibit 10.5 to the S-1).
(10.3) Omaha Airport Authority Agreement and Lease at Eppley
Airfield with Midwest Express between the Airport Authority
of the City of Omaha and Midwest Express (incorporated by
reference to Exhibit 10.6 to the S-1).
(10.4) Airline Lease, as amended, between Milwaukee County and
Astral, dated November 23, 1994 (incorporated by reference
to Exhibit 10.7 to the S-1).
(10.5) Lease Agreement between Milwaukee County and Phillip Morris
Incorporated, dated October 7, 1982, to which Astral has
succeeded as lessee (incorporated by reference to Exhibit
10.8 to the S-1).
(10.6) Tax Allocation and Separation Agreement among Kimberly-Clark
Corporation, K-C Nevada, Inc., Midwest Express Holdings,
Inc., Midwest Express Airlines, Inc., and Astral Aviation,
Inc., dated September 27, 1995 (incorporated by reference to
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1995 (File No. 1-
13934)).
(10.7) Guarantee Fee Agreement between Kimberly-Clark Corporation
and Midwest Express Holdings, Inc., dated September 27, 1995
(incorporated by reference to Exhibit 10.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995 (File No. 1-13934)).
(10.8) Employee Matters Agreement between Kimberly-Clark
Corporation and Midwest Express Holdings, Inc., dated
September 27, 1995 (incorporated by reference to Exhibit
10.4 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995 (File No. 1-13934)).
(10.9)# Tenth Amendment to Airline Lease between Milwaukee County
and Midwest Express, dated August 18, 1997.
(10.10)# Eleventh Amendment to Airline Lease between Milwaukee County
and Midwest Express, dated December 17, 1997.
(10.11)+# Assignment of Rights Agreement between Dolphin Trade &
Finance, LTD. and Midwest Express, dated November 14, 1997.
(10.12)* Midwest Express Holdings, Inc. 1995 Stock Option Plan, as
amended through February 13, 1997 (incorporated by reference
to Exhibit 4.2 to the Company's Registration Statement on
Form S-8 (File No. 333-44253)).
(10.13)* Midwest Express Holdings, Inc. 1995 Stock Plan for Outside
Directors, as amended through September 18, 1996
(incorporated by reference to Exhibit 10.12 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1996 (File No. 1-13934)).
(10.14)*# Annual Incentive Compensation Plan, amended through February
11, 1998.
(10.15)* Supplemental Benefits Plan (incorporated by reference to
Exhibit 10.19 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1995 (File No. 1-13934)).
(10.16)* Form of Key Executive Employment and Severance Agreement
between the Company and each of Timothy E. Hoeksema, Brenda
F. Skelton, Dennis J. Crabtree and Carol Skornicka
(incorporated by reference to Exhibit 10.20 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1995 (File No. 1-13934)).
(10.17)* Form of Key Executive Employment and Severance Agreement
between the Company and each of Robert S. Bahlman, Rex J.
Kessler, Carol J. Reimer, David C. Reeve, Lisa A. Bauer and
Dennis J. O'Reilly (incorporated by reference to Exhibit
10.21 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1995 (File No. 1-13934)).
(13)# 1997 Annual Report to Shareholders (to the extent
incorporated by reference herein).
(23)# Consent of Deloitte & Touche LLP, Independent Auditors.
(27.1)# Financial Data Schedule for the year ended December 31,
1997.
(27.2) Restated Financial Data Schedule for the nine months ended
September 30, 1997.
(27.3) Restated Financial Data Schedule for the six months ended
June 30, 1997.
(27.4) Restated Financial Data Schedule for the three months ended
March 31, 1997.
(27.5) Restated Financial Data Schedule for the year ended December
31, 1996.
(27.6) Restated Financial Data Schedule for the nine months ended
September 30, 1996.
(27.7) Restated Financial Data Schedule for the six months ended
June 30, 1996.
_______________
* A management contract or compensatory plan or arrangement.
+ Portions of this exhibit have been redacted and are subject to a
confidential treatment request filed with the Secretary of the
Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended. The redacted material
is being filed separately with the Securities and Exchange
Commission.
# Previously filed.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MIDWEST
EXPRESS HOLDINGS, INC.'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTH
PERIOD ENDED SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 24,498
<SECURITIES> 0
<RECEIVABLES> 4,165
<ALLOWANCES> 376
<INVENTORY> 3,468
<CURRENT-ASSETS> 59,776
<PP&E> 156,551
<DEPRECIATION> 68,517
<TOTAL-ASSETS> 156,797
<CURRENT-LIABILITIES> 67,872
<BONDS> 3,362
0
0
<COMMON> 96
<OTHER-SE> 55,728
<TOTAL-LIABILITY-AND-EQUITY> 156,797
<SALES> 0
<TOTAL-REVENUES> 252,663
<CGS> 0
<TOTAL-COSTS> 225,895
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 114
<INTEREST-EXPENSE> 24
<INCOME-PRETAX> 27,603
<INCOME-TAX> 10,216
<INCOME-CONTINUING> 17,387
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17,387
<EPS-PRIMARY> 1.83
<EPS-DILUTED> 1.82
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
T0HE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF MIDWEST EXPRESS HOLDINGS, INC. AS OF AND
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 22,623
<SECURITIES> 0
<RECEIVABLES> 4,910
<ALLOWANCES> 261
<INVENTORY> 3,570
<CURRENT-ASSETS> 56,465
<PP&E> 145,140
<DEPRECIATION> 65,627
<TOTAL-ASSETS> 141,882
<CURRENT-LIABILITIES> 62,131
<BONDS> 0
0
0
<COMMON> 96
<OTHER-SE> 50,131
<TOTAL-LIABILITY-AND-EQUITY> 141,882
<SALES> 0
<TOTAL-REVENUES> 163,264
<CGS> 0
<TOTAL-COSTS> 148,284
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 15,599
<INCOME-TAX> 5,770
<INCOME-CONTINUING> 9,829
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,829
<EPS-PRIMARY> 1.04
<EPS-DILUTED> 1.03
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF MIDWEST EXPRESS HOLDINGS, INC. AS OF AND
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 25,541
<SECURITIES> 0
<RECEIVABLES> 4,720
<ALLOWANCES> 265
<INVENTORY> 3,002
<CURRENT-ASSETS> 57,143
<PP&E> 135,831
<DEPRECIATION> 62,546
<TOTAL-ASSETS> 136,226
<CURRENT-LIABILITIES> 61,211
<BONDS> 0
0
0
<COMMON> 64
<OTHER-SE> 44,540
<TOTAL-LIABILITY-AND-EQUITY> 136,226
<SALES> 0
<TOTAL-REVENUES> 79,920
<CGS> 0
<TOTAL-COSTS> 73,447
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 59
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 6,769
<INCOME-TAX> 2,538
<INCOME-CONTINUING> 4,231
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,231
<EPS-PRIMARY> 0.45
<EPS-DILUTED> 0.44
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF MIDWEST EXPRESS HOLDINGS, INC. AS OF AND
FOR THE YEAR ENDED DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 27,589
<SECURITIES> 0
<RECEIVABLES> 4,639
<ALLOWANCES> 207
<INVENTORY> 3,122
<CURRENT-ASSETS> 52,569
<PP&E> 130,792
<DEPRECIATION> 59,889
<TOTAL-ASSETS> 129,135
<CURRENT-LIABILITIES> 58,363
<BONDS> 0
0
0
<COMMON> 64
<OTHER-SE> 40,277
<TOTAL-LIABILITY-AND-EQUITY> 129,135
<SALES> 0
<TOTAL-REVENUES> 304,746
<CGS> 0
<TOTAL-COSTS> 270,387
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 218
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 35,232
<INCOME-TAX> 13,482
<INCOME-CONTINUING> 21,750
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 21,750
<EPS-PRIMARY> 2.27
<EPS-DILUTED> 2.26
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF MIDWEST EXPRESS HOLDINGS, INC. AS OF AND FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 33,901
<SECURITIES> 0
<RECEIVABLES> 4,344
<ALLOWANCES> 312
<INVENTORY> 3,282
<CURRENT-ASSETS> 67,262
<PP&E> 114,170
<DEPRECIATION> 57,491
<TOTAL-ASSETS> 129,765
<CURRENT-LIABILITIES> 67,072
<BONDS> 0
0
0
<COMMON> 64
<OTHER-SE> 36,194
<TOTAL-LIABILITY-AND-EQUITY> 129,765
<SALES> 0
<TOTAL-REVENUES> 226,576
<CGS> 0
<TOTAL-COSTS> 198,234
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 16
<INTEREST-EXPENSE> 34
<INCOME-PRETAX> 28,937
<INCOME-TAX> 11,154
<INCOME-CONTINUING> 17,783
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17,783
<EPS-PRIMARY> 1.85
<EPS-DILUTED> 1.84
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF MIDWEST EXPRESS HOLDINGS, INC. AS OF AND
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 10,083
<SECURITIES> 0
<RECEIVABLES> 3,948
<ALLOWANCES> 363
<INVENTORY> 2,729
<CURRENT-ASSETS> 52,884
<PP&E> 110,807
<DEPRECIATION> 55,849
<TOTAL-ASSETS> 113,687
<CURRENT-LIABILITIES> 49,467
<BONDS> 0
0
0
<COMMON> 64
<OTHER-SE> 30,627
<TOTAL-LIABILITY-AND-EQUITY> 113,687
<SALES> 0
<TOTAL-REVENUES> 143,453
<CGS> 0
<TOTAL-COSTS> 128,442
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 113
<INTEREST-EXPENSE> 23
<INCOME-PRETAX> 15,369
<INCOME-TAX> 5,943
<INCOME-CONTINUING> 9,426
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,426
<EPS-PRIMARY> .98
<EPS-DILUTED> .97
</TABLE>
