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PROSPECTUS
Filed pursuant to Rule 424(b)(1)
Registration No. 333-41480
AIRTRAN HOLDINGS, INC. [LOGO]
$300,000,000
COMMON STOCK, PREFERRED STOCK AND DEBT SECURITIES
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Through this prospectus, we may periodically offer:
. shares of our common stock;
. shares of our preferred stock; or
. our debt securities.
The offering price of all securities issued under this prospectus may not
exceed $300,000,000. We will provide the specific terms of these securities in
supplements to this prospectus. This prospectus may be used to offer and sell
securities only if accompanied by the prospectus supplement for those
securities. You should read this prospectus and any prospectus supplement
carefully before you invest in any of these securities.
Our common stock trades on the American Stock Exchange under the symbol
"AAI." We will list any shares of our common stock sold under this prospectus on
the American Stock Exchange. If we decide to list or seek a quotation for any
other securities, the prospectus supplement will disclose the exchange or market
on which such securities will be listed or quoted.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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The date of this prospectus is November 17, 2000.
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You should rely only on the information contained or incorporated by
reference in this prospectus and in any prospectus supplement accompanying this
prospectus and that we have referred you to. We have not authorized anyone to
provide you with information that is different. You should not assume that the
information in this prospectus or in any prospectus supplement is accurate as of
any date other than the date on the front of those documents.
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Unless we specify otherwise, references in this prospectus to "AirTran,"
"we," "us" and "our" are to AirTran Holdings, Inc. and our subsidiaries.
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TABLE OF CONTENTS
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Page
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AirTran.................................................................................................. 1
Use of Proceeds.......................................................................................... 2
Ratio of Earnings to Fixed Charges....................................................................... 2
Description of Capital Stock............................................................................. 3
Description of Debt Securities........................................................................... 7
Plan of Distribution..................................................................................... 15
Legal Matters............................................................................................ 16
Experts.................................................................................................. 16
Where You Can Find More Information...................................................................... 16
Forward-Looking Statements............................................................................... 17
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AIRTRAN
General
We are the second-largest affordable-fare scheduled airline in the United
States in terms of departures. We offer scheduled airline service serving
short-haul markets, primarily from our hub in Atlanta, Georgia, the nation's
busiest airport. We currently operate 51 aircraft making approximately 294
flights per day serving 32 cities throughout the eastern United States.
Our principal executive offices are located at 9955 AirTran Boulevard,
Orlando, Florida 32827, and our telephone number is (407) 251-5600. We maintain
an Internet site at http://www.airtran.com. The reference to our web address
does not constitute incorporation by reference of the information contained at
the site.
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USE OF PROCEEDS
Except as we may otherwise state in any prospectus supplement, we intend to
use the net proceeds from the sale of the securities described in this
prospectus for general corporate purposes, including the retirement of debt,
additions to working capital and capital expenditures.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our consolidated ratio of earnings to fixed
charges for the periods indicated. The ratio of earnings to fixed charges is
computed by dividing fixed charges into net earnings before income taxes, plus
fixed charges less interest capitalized during the period and plus amortization
of interest amortized in prior periods. Fixed charges include interest costs,
including interest capitalized during the period, and the estimated interest
component of rent expense.
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Years Ended December 31, Six Months Ended
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1995 1996 1997 1998 1999 June 30, 2000
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11.0 (1) (1) (1) (1) 2.0
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(1) For the years ended December 31, 1996, 1997, 1998 and 1999, our
earnings were insufficient to cover fixed charges by $67.1 million,
$121.0 million, $44.1 million and $103.4 million, respectively.
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DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock is qualified in its entirety
by reference to our articles of incorporation and bylaws and to any certificate
of designations that we file with the Securities and Exchange Commission if we
offer preferred stock under this prospectus. We have filed a copy of our
articles of incorporation as an exhibit to the registration statement of which
this prospectus is part.
General
Our authorized capital stock consists of
. 1,000,000,000 shares of common stock, par value $0.001 per share, and
. 5,000,000 shares of preferred stock, par value $0.01 per share.
As of July 13, 2000, 65,739,847 shares of our common stock and no
shares of our preferred stock were issued and outstanding.
Common Stock
Voting Rights
The holders of our common stock are entitled to one vote per share on all
matters to be voted on by stockholders. Holders of shares of our common stock
are not entitled to cumulate their votes in the election of directors.
Generally, all matters to be voted on by our stockholders must be approved
by a majority or, in the case of the election of directors, by a plurality of
the votes entitled to be cast by all of our common stockholders, subject to any
voting rights granted to any of the holders of our preferred stock.
Dividends
Holders of our common stock will share in an equal amount per share in any
dividend declared by our board of directors, subject to any preferential rights
of any of our outstanding preferred stock.
Other Rights
On our liquidation, dissolution or winding up, after payment in full of any
amounts we must pay to any creditors and any holders of our preferred stock, all
of our common stockholders are entitled to share ratably in any assets available
for distribution to our common stockholders.
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No shares of our common stock are subject to redemption or have preemptive
rights to purchase additional shares of our common stock.
Preferred Stock
As of the date of this prospectus, no shares of preferred stock are
outstanding. Our board of directors may authorize the issuance of preferred
stock in one or more series and may determine, with respect to any series, the
designations, powers, preferences and rights of that series, and the
qualifications, limitations and restrictions of that series, including:
. the designation of the series;
. the number of shares of the series, which number may thereafter be
increased or decreased by our board of directors (but not below the
number of shares of that series then outstanding);
. whether dividends, if any, will be cumulative or noncumulative and the
dividend rate of the series;
. the conditions under which and the dates upon which dividends will be
payable, and the relation which those dividends will bear to the
dividends payable on any other class or classes of stock;
. the redemption rights and price or prices, if any, for shares of the
series;
. the terms and amounts of any sinking fund provided for the purchase or
redemption of shares of the series;
. the amounts payable on and the preferences of shares of the series, in
the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of our company;
. whether the shares of the series will be convertible into shares of
any other class or series, or any other security, of our company or
any other corporation, and, if so, the specification of that other
class or series or that other security, the conversion price or prices
or rate or rates, any adjustments to that price or those prices or
that rate or those rates, the date or dates as of which those shares
will be convertible and all other terms and conditions upon which the
conversion may be made;
. restrictions on the issuance of shares of the same series or of any
other class or series; and
. the voting rights, if any, of the holders of shares of that series.
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We believe that the ability of our board of directors to issue one or more
series of preferred stock will provide us with flexibility in structuring
possible future financings and in meeting other corporate needs that might
arise. Our authorized shares of preferred stock will be available for issuance
without further action by our stockholders, unless that action is required by
applicable law or the rules of any stock exchange or automated quotation system
on which our securities may be listed or traded. The American Stock Exchange
currently requires stockholder approval as a prerequisite to listing shares in
several instances, including the sale or issuance of common stock equal to 20%
or more of presently outstanding stock for less than the greater of book or
market value.
Although our board of directors has no intention at the present time of
doing so, it could issue a series of preferred stock that could, depending on
the terms of that series, impede the completion of a merger, tender offer or
other takeover attempt. Our board of directors may decide to issue those shares
based on its judgment as to the best interests of our company and our
stockholders. Our board of directors, in so acting, could issue preferred stock
having terms that could discourage a potential acquiror from making an
unsolicited and unwanted acquisition attempt through which that acquiror may be
able to change the composition of our board of directors, including a tender
offer or other transaction that some, or a majority, of our stockholders might
believe to be in their best interests or in which stockholders might receive a
premium for their stock over the then current market price of that stock.
Business Combination Statute
We are subject to Section 78.438 of the Nevada Revised Statutes which
restricts certain business combinations between our company and an "interested
stockholder" or its affiliates or associates for three years after the
stockholder becomes an "interested stockholder." An "interested stockholder" is,
in general, a stockholder that owns 10% or more of a corporation's outstanding
voting stock. The restrictions do not apply if our board of directors approved
the transaction that caused an interested stockholder to become an interested
stockholder. Although we may elect to exclude our company from the restrictions
imposed by Section 78.438 of the Nevada Revised Statutes, our articles of
incorporation do not currently exclude us from those restrictions. The impact of
being subject to this provision could discourage an unfriendly or unsolicited
takeover attempt.
Articles of Incorporation and Bylaw Provisions
The summary set forth below describes certain provisions of our articles of
incorporation and bylaws. The summary is qualified in its entirety by reference
to the provisions of our articles of incorporation and bylaws, copies of which
we have filed as exhibits to the registration statement of which this prospectus
forms a part.
Some of the provisions of our articles of incorporation and bylaws
discussed below may have the effect, either alone or in combination with the
provisions of Section 78.438 discussed above, of making more difficult or
discouraging a tender offer, proxy contest or other takeover attempt that is
opposed by our board of directors but that a stockholder might consider to be in
its best interest.
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Stockholder Action by Written Consent; Special Meetings
Under the NRS and our articles of incorporation, any action required or
permitted to be taken at a meeting of our stockholders may be taken without a
meeting if a written consent is signed by stockholders holding at least a
majority or other proportion of the voting power necessary to authorize or take
the action.
Our bylaws provide that special meetings of stockholders may be called at
any time by either a majority of our board of directors or by stockholders
holding not less than 25% of the voting power. Business transacted at all
special meetings must be confined to the objects stated in the calling of the
meeting. A written request to our President or Secretary will cause either of
them to give notice to our stockholders entitled to vote at the special meeting
within 30 days after delivery of the request. The request may fix the time of
meeting and contents of the notice. The notice must specify the place, day, hour
and purpose for calling the meeting and must be sent to stockholders not less
than 10 days nor more than 60 days before the meeting, except where the meeting
is for the purpose of approving a merger or consolidation agreement, in which
case notice must be given not less than 20 days prior to the meeting.
Amendments
The NRS requires that any amendment to the provisions of our articles of
incorporation must be approved by the holders of at least a majority of the
outstanding common stock. Our bylaws provide that our board of directors may
amend our bylaws.
Listing
Our common stock trades on the American Stock Exchange under the symbol
"AAI." We will list any shares of our common stock sold under this prospectus on
the American Stock Exchange.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is First Union
National Bank, Charlotte, North Carolina.
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DESCRIPTION OF DEBT SECURITIES
The following description summarizes some of the general terms and
conditions of the debt securities that we may issue under this prospectus. We
will describe the particular terms of any debt securities that we offer and the
extent to which the general provisions below will apply to those debt securities
in a prospectus supplement relating to those debt securities.
We will issue these debt securities under an indenture. A trustee under the
indenture will be named prior to the offering of any debt securities. The terms
of the debt securities will include those stated in the indenture and those made
part of the indenture by reference to the Trust Indenture Act of 1939, as
amended. The debt securities will be subject to all those terms, and we refer
the holders of the debt securities to the indenture and the Trust Indenture Act
for a statement of those terms. Unless we otherwise indicate, capitalized terms
have the meanings given them in the indenture. Unless we tell you otherwise in
the applicable prospectus supplement, the debt securities will not be listed on
any securities exchange.
The applicable prospectus supplement will specify whether the debt
securities we issue will be senior, senior subordinated or subordinated,
including, if applicable, junior subordinated, debt. The debt securities may be
convertible into shares of our preferred stock or common stock or other
securities or may be issued as part of units of debt securities and other
securities that we may offer under this prospectus. If we issue debt securities
as part of units consisting of debt securities and other securities we may issue
under this prospectus or in exchange for shares of our preferred stock, we will
describe any applicable material federal income tax consequences to holders in
the applicable prospectus supplement.
The following summary of various provisions of the indenture and the debt
securities is qualified by reference to the indenture which has been filed as an
exhibit to the registration statement of which this prospectus is a part.
General
The indenture will not limit the amount of additional indebtedness that we
or any of our subsidiaries may incur, except as we may provide in the applicable
prospectus supplement. The debt securities will be senior or subordinated
obligations as described in the applicable prospectus supplement.
We will indicate in the applicable prospectus supplement the following
terms of and information concerning any debt securities we issue and to the
extent those terms apply to those debt securities and have not been otherwise
described:
. the specific title, aggregate principal amount, denomination and form;
. the date of maturity or the method by which that date may be
determined or extended;
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. any interest rate or rates, whether fixed or floating or the method
by which that rate or those rates will be determined;
. the date from which interest will accrue or the method by which that
date may be determined or reset, the dates on which that interest
will be payable and the record date for any interest payable on the
interest payment date and the basis upon which interest will be
calculated if other than that of a 360-day year of twelve 30-day
months;
. the place or places where the principal of and any premium and any
interest on the debt securities will be payable, or where those debt
securities may be surrendered for registration of transfer or
exchange, if not the corporate trust office of the trustee for those
debt securities;
. the portion of the principal amount of debt securities of the series
payable upon certain declarations of acceleration or the method by
which that portion shall be determined;
. the denominations and the currency, currencies, currency units or
composite currencies in which the debt securities will be issuable;
. the currency, currencies, currency units or composite currencies in
which payments on the debt securities will be made, if not U.S.
dollars;
. whether the debt securities are senior debt securities or subordinated
debt securities, and if subordinated debt securities, the terms of the
subordination;
. any redemption, repayment or sinking fund provisions, including the
period or periods within which, the currency, currencies, currency
units or composite currencies in which and the other terms and
conditions upon which we may redeem the debt securities;
. the ability of a holder of a debt security to renew or extend the
maturity of all or any portion of a debt security;
. whether the debt securities are convertible into or exchangeable for
our common stock or preferred stock or other securities and the terms
of the security into which they are convertible or exchangeable, the
conversion price or exchange ratio, other terms related to conversion
and exchange and any anti-dilution protections;
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. if the amount of payments of principal of or any premium or interest
on any debt securities of the series may be determined by reference to
an index, formula or other method, the index, formula or other method
by which those amounts will be determined;
. whether and by what method the debt securities of the series or
certain covenants under the related indenture may be defeased and
discharged by us;
. whether the debt securities of the series shall be issued in whole or
in part as book-entry securities;
. whether additional debt securities of the series may be issued
following the initial issuance of the debt securities of the series;
. any applicable material federal income tax consequences; and
. any other material specific terms of the debt securities, including
any material additional events of default or covenants provided for
and any material terms that may be required by or advisable under
applicable laws or regulations.
Payment of Principal, Premium and Interest
Unless otherwise indicated in an applicable prospectus supplement,
principal of and premium, if any, and interest, if any, on the debt securities
will be payable, and the debt securities will be exchangeable and transfers of
debt securities will be registrable, at the office of the trustee, which will be
provided in the applicable prospectus supplement. At our option, however,
payment of interest may be made by:
. wire transfer on the date of payment in immediately available funds or
next day funds to an account specified by written notice to the
trustee from any holder of debt securities;
. any similar manner that the holder may designate in writing to the
trustee; or
. check mailed to the address of the holder as it appears in the
security register.
Any payment of principal and premium, if any, and interest, if any,
required to be made on a day that is not a business day need not be made on that
day, but may be made on the next succeeding business day with the same force and
effect as if made on the non-business day. No interest will accrue for the
period from and after the non-business day.
Unless otherwise indicated in the prospectus supplement relating to the
particular series of debt securities, we will issue the debt securities only in
fully registered form, without coupons,
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in denominations of $1,000 or any multiple of $1,000. We will not require a
service charge for any transfer or exchange of the debt securities, but we may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection with any transfer or exchange.
Original Issue Discount Securities
Debt securities may be issued under the indenture as original issue
discount securities to be offered and sold at a substantial discount from their
stated principal amount. An original issue discount security under the indenture
includes any security which provides for an amount less than its principal
amount to be due and payable upon a declaration of acceleration upon the
occurrence of an event of default. In addition, under regulations of the U.S.
Treasury Department it is possible that debt securities which are offered and
sold at their stated principal amount would, under certain circumstances, be
treated as issued at an original issue discount for federal income tax purposes,
and special rules may apply to debt securities and warrants which are considered
to be issued as "investment units." Federal income tax consequences and other
special considerations applicable to any such original issue discount
securities, or other debt securities treated as issued at an original issue
discount, and to "investment units" will be described in the applicable
prospectus supplement.
Book-Entry Debt Securities
The debt securities of a series may be issued in the form of one or
more global securities that will be deposited with a depository or its nominee
identified in the prospectus supplement relating to the debt securities. In this
case, one or more global securities will be issued in a denomination or total
denominations equal to the portion of the total principal amount of outstanding
debt securities to be represented by the global security or securities. Unless
and until it is exchanged in whole or in part for debt securities in definitive
registered form, a global security may not be registered for transfer or
exchange except as a whole by the depository for the global security to a
nominee of the depository and except in the circumstances described in the
prospectus supplement relating to the debt securities. We will describe in the
applicable prospectus supplement the terms of any depository arrangement and the
rights and limitations of owners of beneficial interests in any global debt
security.
Redemption
If and to the extent we provide in the applicable prospectus
supplement, we will have the right to redeem the debt securities, in whole or
from time to time in part, after the date and at the redemption prices set forth
in the applicable prospectus supplement.
Events of Default
The indenture defines an event of default for the debt securities of
any series as:
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. failure to pay principal (or premium) on any debt security of that
series when due (after a 30 day grace period);
. failure to pay interest on any debt security of that series within
30 days of the date when due;
. failure to deposit any sinking fund payment when due for that
series;
. failure to perform for 90 days after notice any of the other
covenants in the indenture;
. certain events of bankruptcy, insolvency or reorganization; and
. any other event of default provided for debt securities of that
series.
The indenture provides that if any event of default affecting
outstanding debt securities of any series occurs and is continuing, either the
trustee or the holders of at least 25% in principal amount of the outstanding
debt securities of that series may declare the principal amount, or, if the debt
securities of that series are original issue discount securities or indexed
securities, the portion of the principal amount of those debt securities as
specified by their terms, of all debt securities of that series to be due and
payable immediately. However, under certain circumstances the holders of a
majority in principal amount of the outstanding debt securities of that series
on behalf of the holders of all debt securities of that series may annul a
declaration and waive past defaults, except, unless previously cured, a default
in payment of principal of or any premium or any interest on the debt securities
of that series and other specified defaults.
We refer you to the prospectus supplement relating to each series of
debt securities that are original issue discount securities for the particular
provisions regarding acceleration of the maturity of a portion of the principal
amount of those original issue discount securities if an event of default occurs
and continues.
The indenture contains a provision entitling the trustee, subject to
its duty to act with the required standard of care during a default under any
series of debt securities, to be indemnified by the holders of debt securities
of that series before exercising any right or power under the indenture at the
request of the holders of the debt securities of that series.
The indenture provides that no holder of debt securities of any series
may institute proceedings, judicial or otherwise, to enforce the indenture
except if the trustee fails to act for 60 days after it receives a written
request to enforce the indenture by the holders of at least 25% in aggregate
principal amount of the then outstanding debt securities of that series and an
offer of reasonable indemnity. This provision will not prevent any holder of
debt securities from enforcing payment of the principal of and any premium and
interest on those debt securities when due. The holders of a majority in
aggregate principal amount of the debt securities of any series outstanding may
direct the time, method and place of conducting any proceeding for any remedy
available to the trustee or exercising any trust or power conferred on it with
respect to
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those debt securities. However, the trustee may refuse to follow any direction
that it determines would be illegal or would conflict with the indenture or
involve it in personal liability or which would unjustly prejudice holders of
the debt securities of that series not joining the proceeding.
The indenture provides that the trustee will, within 90 days after a
default occurs that affects the outstanding debt securities of any series, give
to the holders of those debt securities notice of that default, unless that
default has been cured or waived. Except in the case of a default in the payment
of principal of, or any premium or interest on, any debt securities or payment
of any sinking fund installment, the trustee will be protected in withholding of
that notice if it determines in good faith that the withholding of that notice
is in the interest of the holders of the debt securities of that series.
We will be required to file with the trustee annually an officers'
certificate as to the absence of certain defaults under the terms of the
indenture.
Defeasance of Debt Securities or Selected Covenants
Defeasance and Discharge. Unless we otherwise indicate in the
applicable prospectus supplement, the debt securities of any series will provide
that we will be discharged from all obligations under the debt securities of
that series, except for obligations to register the transfer or exchange of debt
securities of that series, to replace stolen, lost or mutilated debt securities
of that series, to maintain paying agencies and to hold moneys for payment in
trust, once we deposit with the trustee, in trust, money and/or U.S. government
obligations, which through the payment of interest and principal, will provide a
sufficient amount of money to pay and discharge the principal of and any premium
and any interest on, and any mandatory sinking fund payments that apply to, the
debt securities of that series on the stated maturity of those payments. This
discharge may occur only if, among other things, we deliver to the trustee an
opinion of counsel stating that we have received from, or there has been
published by, the IRS a ruling, or there has been a change in tax law, that
would cause the discharge not to be deemed, or result in, a taxable event for
the holders of the debt securities of that series.
Defeasance of Selected Covenants. Unless we otherwise provide in the
applicable prospectus supplement, the debt securities of any series will permit
us not to comply with some restrictive covenants, including those relating to
consolidation and merger in the indenture, if we satisfy certain conditions. We
will be able to defease those covenants if, among other things:
. we deposit with the trustee money and/or U.S. government
obligations, which, through the payment of interest and principal,
will provide a sufficient amount of money to pay the principal of
and any premium and any interest on, and any mandatory sinking
fund payments applicable to, the debt securities of that series on
the stated maturity of those payments; and
. we deliver to the trustee an opinion of counsel stating that the
deposit and related covenant defeasance will not cause the holders
of the debt securities of that series to recognize income, gain or
loss for federal income tax purposes.
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If we elect to defease the covenants of a series of debt securities and
subsequently those debt securities are declared due and payable because an event
of default has occurred, the amount of money and/or U.S. government obligations
on deposit with the trustee will be sufficient to pay amounts due on those debt
securities at their stated maturity but may not be sufficient to pay amounts due
on those debt securities at the time of the acceleration. However, we will
remain liable for those payments.
We will state in the prospectus supplement for any particular series of
debt securities if any defeasance provisions will apply to those debt
securities.
Modification of the Indenture and Waiver of Covenants
The indenture permits us and the trustee, with the consent of the
holders of at least a majority in principal amount of outstanding debt
securities of each series affected, to execute supplemental indentures adding
provisions to or changing or eliminating provisions of the indenture or
modifying the rights of the holders of outstanding debt securities of that
series, except that no supplemental indenture may, without the consent of the
holder of each outstanding debt security affected:
. change the stated maturity, or reduce the principal amount, any
premium on or the rate of payment of any interest on, of any debt
security of any series;
. reduce the principal amount of, or the premium, if any, or, except
as otherwise provided in the prospectus supplement, interest on,
any debt security, including in the case of an original issue
discount security the amount payable upon acceleration of the
maturity;
. change the place or currency of payment of principal of, premium,
if any, or interest on any debt security;
. impair the right to institute suit for the enforcement of any
payment on any debt security on or at the stated maturity thereof,
or in the case of redemption, on or after the redemption date; or
. reduce the percentage in principal amount of outstanding debt
securities of any series, the consent of whose holders is required
for modification or amendment of the indenture or for waiver of
compliance with certain provisions of the indenture or for waiver
of certain defaults.
The indenture also allows us not to comply with certain covenants in
the indenture upon waiver by the holders of a majority in principal amount of
outstanding debt securities of the series affected.
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Consolidation, Merger and Sale of Assets
The indenture allows us, without the consent of the holders of any of
the outstanding debt securities, to consolidate with or merge into any other
person or transfer or lease our assets substantially as an entirety to any
person if:
. the successor is a corporation organized under the laws of any
domestic jurisdiction;
. the successor corporation assumes our obligations on the debt
securities and under the indenture; and
. after giving effect to the transaction no event of default, and no
event which, after notice or lapse of time, would become an event
of default, shall have happened and be continuing.
Governing Law
Unless we otherwise specify in the applicable prospectus supplement,
the indenture for the debt securities and the debt securities will be governed
by New York law.
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PLAN OF DISTRIBUTION
We may sell securities issuable under this prospectus to or through one
or more underwriters or dealers and also may sell those securities directly to
institutional investors or other purchasers, or through agents.
We may distribute the securities periodically in one or more
transactions at a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, at prices related to those prevailing
market prices or at negotiated prices.
In connection with the sale of any securities under this prospectus,
underwriters or agents may receive compensation from us or from purchasers of
securities for whom they may act as agents in the form of discounts, concessions
or commissions. Underwriters may sell the securities to or through dealers, and
those dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents. Underwriters, dealers and agents that participate
in the distribution of the securities may be deemed to be underwriters, and any
discounts or commissions received by them from us and any profit on the resale
of those securities by them may be deemed to be underwriting discounts and
commissions under the Securities Act. Any of those underwriters or agents will
be identified, and any compensation received from us will be described, in the
related prospectus supplement.
Under agreements that we may enter into, underwriters and agents who
participate in the distribution of securities issuable under this prospectus may
be entitled to indemnification by us against certain liabilities, including
liabilities under the Securities Act.
If we so indicate in the related prospectus supplement, we will
authorize underwriters or other persons acting as our agents to solicit offers
by some institutions to purchase securities from us under contracts providing
for payment and delivery on a future date. Institutions with whom we would enter
into those contracts include commercial and savings banks, insurance companies,
pension funds, investment companies, educational and charitable institutions and
others, but in all cases those institutions must be approved by us. The
obligations of any purchaser under a contract will be subject to the condition
that the purchase of the securities will not at the time of delivery be
prohibited under the laws of the jurisdiction to which that purchaser is
subject. The underwriters and those other agents will not have any
responsibility as to the validity or performance of those contracts.
If underwriters or dealers are used in the sale, until the distribution
of the securities is completed, rules of the SEC may limit the ability of
underwriters and some selling group members to bid for and purchase the
securities. As an exception to these rules, underwriters may engage in some
transactions that stabilize the price of the securities. Those transactions
consist of bids or purchases for the purpose of pegging, fixing or maintaining
the price of the securities.
If any underwriters create a short position in the securities in
connection with any offering, that is, if they sell more securities than are set
forth on the cover page of any prospectus
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supplement accompanying this prospectus, the underwriters may reduce that short
position by purchasing securities in the open market.
Underwriters may also impose a penalty bid on some selling group
members. This means that if the underwriters purchase securities in the open
market to reduce the underwriters' short position or to stabilize the price of
the securities, they may reclaim the amount of the selling concession from the
selling group members that sold those securities as part of that offering. In
general, purchases of a security for the purpose of stabilization or to reduce a
short position could cause the price of the security to be higher than it might
be in the absence of such purchases. The imposition of a penalty bid may also
affect the price of the securities to the extent that it discourages resales of
the securities.
Some of the underwriters or agents and their associates may engage in
transactions with and perform services for us or our affiliates in the ordinary
course of business.
The securities we sell under this prospectus may or may not be listed
on a national securities exchange (other than our common stock, which is listed
on the Nasdaq National Market). We will list on the Nasdaq National Market any
shares of our common stock sold under a prospectus supplement to this
prospectus, subject to official notice of issuance. We can not assure you that
there will be an active trading market for any of the securities sold under this
prospectus.
LEGAL MATTERS
The validity of the securities issuable under this prospectus will be
passed upon for us by Smith, Gambrell & Russell, LLP, Atlanta, Georgia.
EXPERTS
The consolidated financial statements and schedule appearing in
AirTran's Annual Report on Form 10-K/A for the year ended December 31, 1999 have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements and schedule are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file with
the SEC at the SEC's public reference rooms in Washington, D.C., New York, New
York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also available to
the public at the SEC's web site at http://www.sec.gov.
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The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until all the securities offered under this prospectus are
sold. This prospectus is part of the registration statement we filed with the
SEC.
1. Annual Report on Form 10-K, including any amendments, for the year
ended December 31, 1999.
2. Quarterly Report on Form 10-Q, including any amendments, for the
quarters ended March 31 and June 30, 2000.
3. Definitive Proxy Statement filed with the SEC on April 6, 2000.
4. Current Report on Form 8-K, date of filing: July 14, 2000.
You may request a copy of these filings, at no cost, by writing or
telephoning us at 9955 AirTran Boulevard, Orlando, Florida 32827, telephone
(407) 251-5600, Attention: Investor Relations.
FORWARD-LOOKING STATEMENTS
This prospectus includes "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical fact contained or incorporated by reference
in this prospectus, including statements regarding our competitive strengths,
business strategy, future financial position, budgets, projected costs and plans
and objectives of management are forward-looking statements. In addition,
forward-looking statements generally can be identified by the use of forward-
looking terminology such as "may," "will," "expect," "should," "intend,"
"estimate," "anticipate," "believe," "continue" or similar terminology. We can
give no assurance that the expectations reflected in forward-looking statements
will prove to have been correct. Our actual results could differ materially from
those anticipated in these forward-looking statements as a result of factors
including those set forth under the "Risk Factors" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" sections
incorporated by reference in this prospectus from our Annual Report on
Form 10-K/A for the year ended December 31, 1999 and our Quarterly Report on
Form 10-Q/A for the quarter ended March 31, 2000. All written and oral forward-
looking statements attributable to us are expressly qualified in their entirety
by the factors we disclose that could cause our actual results to differ
materially from our expectations. We undertake no obligation to update publicly
or revise any forward-looking statements unless these statements become
materially false or misleading.
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