SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange
Act of 1934
Check the appropriate box:
Preliminary Information Statement Confidential, for use of the Commission
x Definitive Information Statement only (as permitted by Rule 14c-5(d)(2))
AIR T, INC.
(Name of Registrant As Specified In Charter)
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1 Title of each class of securities to which transaction applies:
2 Aggregate number of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11:
4 Proposed maximum aggregate value of transaction:
5 Total fee paid:
Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date
of its filing.
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2 Form, Schedule or Registration Statement No.:
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4 Date Filed:
AIR T, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 22, 2002
To Our Stockholders:
The annual meeting of stockholders of Air T, Inc. (the "Company") will be
held at One Independence Center, 101 North Tryon Street, Suite 1900, Charlotte,
North Carolina on Thursday, August 22, 2002 at 10:00 a.m. local time, for the
purpose of considering and acting on the following matters:
1. To elect ten directors to serve until their successors are duly
elected and qualified;
2. To ratify the appointment of Deloitte & Touche LLP as the
independent auditors of the Company for the current fiscal year; and
3. To transact such other business as may properly come before the
meeting, or any adjournment or adjournments thereof.
Only stockholders of record as of the close of business on July 1, 2002
are entitled to notice of and to vote at the annual meeting and adjournments
thereof.
Because of the expense involved in collecting proxies, the Company is
not soliciting proxies. Accordingly, to vote on matters that will be considered
at the Annual Meeting you must either attend the meeting or deliver a valid
proxy to a person who attends the meeting. WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
The annual report of the Company also accompanies this notice.
By Order of the Board of Directors
John J. Gioffre
Secretary
July 17, 2002
[Intentionally left blank.]
Air T, Inc.
3524 Airport Road
Maiden, North Carolina 28650
Telephone (704) 377-2109
INFORMATION STATEMENT
This information statement is furnished to the stockholders of Air T,
Inc. (hereinafter sometimes referred to as the "Company") by the Board of
Directors in connection with the annual meeting of stockholders of the Company
to be held on Thursday, August 22, 2002 at 10:00 a.m. at One Independence
Center, 101 North Tryon Street, Suite 1900, Charlotte, North Carolina.
Action will be taken at the annual meeting for the election of directors, the
ratification of the appointment of independent auditors, and any other business
that properly comes before the meeting. As provided in the Company's bylaws,
up to ten directors may be elected.
Because of the expense involved in collecting proxies, the Company is
not soliciting proxies. Accordingly, to vote on matters that will be considered
at the Annual Meeting you must either attend the meeting or deliver a valid
proxy to a person who attends the meeting. WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This information statement is being mailed to stockholders on or about
July 17, 2002. The Company's 2002 Annual Report to Stockholders accompanies
this information statement.
VOTING SECURITIES
Only stockholders of record at the close of business on July 1, 2002
will be entitled to vote at the annual meeting or any adjournment or
adjournments thereof. The number of outstanding shares entitled to vote at the
stockholders meeting is 2,724,320. The presence of a majority of the
outstanding shares of the Company's Common Stock, par value $.25 per share (the
"Common Stock"), represented in person or by proxy at the meeting will
constitute a quorum. Directors will be elected by a plurality of the votes
cast. Cumulative voting is not allowed. Accordingly, abstentions and broker
non-votes will not affect the outcome of the election of directors. The
ratification of independent auditors and any other business coming before the
meeting requires the affirmative vote of a majority of the shares present or
represented at the meeting and entitled to vote. On such matters, an
abstention will have the same effect as a negative vote but, because shares
held by brokers will not be considered entitled to vote on matters as to which
the brokers withhold authority, a broker non-vote will have no effect on votes
on these matters.
CERTAIN BENEFICIAL OWNERS
The following table sets forth information regarding the beneficial
ownership of shares of Common Stock (determined in accordance with Rule 13d-3
of the Securities and Exchange Commission) of the Company as of June 1, 2002
by each person that beneficially owns five percent or more of the shares of
Common Stock. Each person named in the table has sole voting and investment
power with respect to all shares of Common Stock shown as beneficially owned,
except as otherwise set forth in the notes to the table.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Amount of Percent
Title of Beneficial Ownership of
Class Name and Address of Beneficial Owner as of June 1, 2002 Class
Common Stock, Walter Clark and Caroline Clark, 1,342,416(1) 48.7%
par value Executors(1)
$.25 per P.O. Box 488
share Denver, North Carolina 28650
William H. Simpson 270,580(2) 9.9%
P.O. Box 488
Denver, North Carolina 28650
_____________________________
(1) Includes 1,279,272 shares controlled by such individuals as the executors
of the estate of David Clark, 10,922 shares owned by Walter Clark, 50,000
shares purchasable by Walter Clark under options awarded by the Company
and 2,222 shares owned by Caroline Clark.
(2) Includes 1,200 shares held jointly with J. Hugh Bingham and 9,000 shares
under options granted by the Company.
ELECTION OF DIRECTORS
Under the Company's Certificate of Incorporation and bylaws, directors are
elected at each annual meeting and hold office until their respective
successors are elected and have qualified. All of the incumbent directors were
elected by the stockholders at the last annual meeting. As provided in the
Company's bylaws, up to ten directors may be elected.
DIRECTORS AND EXECUTIVE OFFICERS
J. Hugh Bingham, age 56, has served as President and Chief Operating
Officer of the Company since April 1997, as Senior Vice President of the
Company from June 1990 until April 1997, as Executive Vice President from June
1983 to June 1990, and as a director since March 1987. Mr. Bingham also serves
in various capacities with subsidiaries of the Company: as Chief Executive
Officer and a director of Mountain Air Cargo, Inc. ("MAC"), as Chief
Executive Officer of Mountain Aircraft Services, LLC ("MAS") and as an
Executive Vice President and director of CSA Air, Inc. ("CSA").
Walter Clark, age 45, has served as Chairman of the Board of Directors of
the Company and Chief Executive Officer since April 1997. Mr. Clark also
serves as a director of MAC and CSA and as an Executive Vice President of
Global. Mr. Clark was elected a director of the Company in April 1996.
Mr. Clark was self-employed in the real estate development business from 1985
until April 1997.
John J. Gioffre, age 58, has served as Vice President-Finance and Chief
Financial Officer of the Company since April 1984 and as Secretary/Treasurer
of the Company since June 1983. He has served as a director of the Company
since March 1987. Mr. Gioffre also serves as Vice-President, Secretary/
Treasurer and a director of MAC and CSA, and as Vice President-Finance,
Treasurer and Secretary of MAS and Global.
J. Leonard Martin, age 65, was elected a director in August 1994 and
joined the Company as a Vice President in April 1997 and served as Chief
Executive Officer of Global from August 1997 until January 2001. From June
1995 until April 1997, Mr. Martin was an independent aviation consultant.
From April 1994 to June 1995, Mr. Martin has served as Chief Operating Officer
of Musgrave Machine & Tool, Inc., a machining company. From January 1989 to
April 1994, Mr. Martin served as a consultant to the North Carolina Air Cargo
Authority in connection with the establishment of the Global TransPark air
cargo facility in Kinston, North Carolina. From 1955 through 1988, Mr. Martin
was employed by Piedmont Airlines (a commercial passenger airline) in various
capacities, ultimately serving as Senior Vice President-Passenger Services.
William H. Simpson, age 54, has served as Executive Vice President of the
Company since June 1990, as Vice President from June 1983 to June 1990, and as
a director of the Company since June 20, 1985. Mr. Simpson is also the
President and a director of MAC, the Chief Executive Officer and a director of
CSA and an Executive Vice President of MAS and of Global.
Menda J. Street, age 50, has served as Vice President of MAC since 1984,
and in various other capacities at MAC since 1979.
Claude S. Abernethy, Jr., age 75, was elected as director of the Company
in June 1990. For the past five years, Mr. Abernethy has served as a Senior
Vice President of Wachovia Securities, Inc., a securities brokerage and
investment banking firm, and its predecessor. Mr. Abernethy is also a director
of Carolina Mills, Inc. and Wellco Enterprises, Inc.
Sam Chesnutt, age 68, was elected a director of the Company in August
1994. Mr. Chesnutt serves as President of Sam Chesnutt and Associates, an
agribusiness consulting firm. From November 1988 to December 1994, Mr.
Chesnutt served as Executive Vice President of AgriGeneral Company, L.P.,
an agribusiness firm.
Allison T. Clark, age 46, has served as a director of the Company since
May 1997. Mr. Clark has been self-employed in the real estate development
business since 1987.
Herman A. Moore, age 72, was elected a director of the Company in June
1998. Mr. Moore is the president of Herman A. Moore & Assoc., Inc., a real
estate development company.
George C. Prill, age 79, has served as a director of the Company since
June 1982, as Chief Executive Officer and Chairman of the Board of Directors
from August 1982 until June 1983, and as President from August 1982 until
spring 1984. Mr. Prill has served as an Editorial Director for General
Publications, Inc., a publisher of magazines devoted to the air transportation
industry, since November 1992 and was retired from 1990 until that time. From
1979 to 1990, Mr. Prill served as President of George C. Prill & Associates,
Inc., of Charlottesville, Virginia, which performed consulting services for
the aerospace and airline industry. Mr. Prill has served as President of
Lockheed International Company, as Assistant Administrator of the FAA, as a
Senior Vice President of the National Aeronautic Association and Chairman of
the Aerospace Industry Trade Advisory Committee.
The officers of the Company and its subsidiaries each serve at the
pleasure of the Board of Directors. Allison Clark and Walter Clark are
brothers.
Each director receives a director's fee of $500 per month and an
attendance fee of $500 is paid to outside directors for each meeting of the
board of directors or a committee thereof. Pursuant to the Company's 1998
Omnibus Securities Award Plan (the "Plan") each director who is not an employee
of the Company received an option to purchase 1,000 shares of Common Stock at
an exercise price of $6.375 per share (the closing bid price per share on the
date of stockholder approval of the Plan.) The Plan provides for a similar
option award to any director first elected to the board after the date the
stockholders approved the Plan. Such options expire ten years after the date
they were granted.
The Board of Directors has two standing committees: the Audit Committee
and the Compensation Committee. The Audit Committee consists of Messrs.
Abernethy, Chesnutt and Moore each of whom is not an employee of the Company
and otherwise is considered to be an independent director under NASDAQ rules.
The Audit Committee met four times during the fiscal year. On May 18, 2000,
the Board of Directors adopted a charter for the Audit Committee. The Charter
was re-approved by the Board of Directors on June 20, 2002. A copy of the
Charter was included the Information Statement for the 2001 Annual Meeting of
Shareholders and will be provided to stockholders upon written request. The
principal functions of the Audit Committee, included in the charter, are to
recommend to the Board of Directors the firm of independent auditors to serve
the Company each fiscal year, to review the scope, fees and results of the
audit performed by the independent auditors and to review the adequacy of the
Company's system of internal accounting controls and the scope and results of
internal auditing procedures, to meet at least quarterly to review the
Company's financial results with management and the independent auditors prior
to the release of quarterly financial information, and to prepare and issue to
the Board of Directors annually a summary report suitable for submission to
the stockholders. A copy of the Audit Committee's report for the fiscal year
ended March 31, 2002 is included in this Information Statement. The Company
has certified to NASDAQ the Company's compliance with NASDAQ's new audit
committee charter requirements and compliance with the new audit committee
structure and composition requirements.
The Compensation Committee consists of Messrs. Abernethy, Chesnutt and
Prill, all of whom are non-employee directors. The functions of the
Compensation Committee include establishing policies for the compensation of
the Company's executive officers and determining the types and amounts of
remuneration to be paid to the Company's executive officers. The
Compensation Committee did not meet during the fiscal year.
During the fiscal year ended March 31, 2002, the Board of Directors met
six times. Each of the directors attended at least 75 percent of the total
of the meetings of the Board of Directors and committees thereof on which
such director served during such period.
The following table sets forth information regarding the beneficial
ownership of shares of Common Stock of the Company by each director of the
Company and by all directors and executive officers of the Company as a group
as of June 1, 2002. Each person named in the table has sole voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned, except as otherwise set forth in the notes to the table.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
Shares and Percent of Common Stock
Beneficially Owned as of June 1, 2002
Name Position with Company No. of Shares Percent
J. Hugh Bingham President, Chief Operating 128,080(1)(2) 4.7%
Walter Clark Chairman of the Board 1,340,194(3) 48.3%
of Directors and Chief
Executive Officer
John J. Gioffre Vice President-Finance, 66,580(4) 2.4%
Chief Financial Officer,
Secretary and Treasurer,
Director
J. Leonard Martin Vice President, Director 3,100(5) *
William H. Simpson Executive Vice President, 270,580(1)(6) 9.9%
Director
Claude S.
Abernethy, Jr. Director 44,011(7)(8) 1.6%
Sam Chesnutt Director 12,100(7) *
Allison T. Clark Director 3,222(7) *
Herman A. Moore Director 1,000(7) *
George C. Prill Director 46,966(7) 1.7%
All directors N/A
and executive 1,930,833(9) 68.5%
officers as a
group (11 persons)
N/A
__________________________________________
* Less than one percent.
(1) Includes 1,200 shares jointly held by Messrs. Simpson and Bingham.
(2) Includes 9,000 shares under options granted by the Company to Mr.
Bingham.
(3) Includes 1,279,272 shares held by the estate of David Clark, of which
Mr. Walter Clark is a co- executor and 50,000 shares under options
granted by the Company to Mr. Walter Clark.
(4) Includes 9,000 shares under options granted by the Company to Mr.
Gioffre.
(5) Such 100 shares are held by Mr. Martin's spouse of which shares Mr.
Martin disclaims beneficial ownership and 6,000 shares under options
granted by the Company to Mr. Martin.
(6) Includes 9,000 shares under options granted by the Company to Mr.
Simpson.
(7) Includes 1,000 shares under options granted by the Company.
(8) Includes 20,400 shares held by the Estate of Raenelle B. Abernethy,
of which Mr. Abernethy is the executor.
(9) Includes an aggregate of 94,000 shares of Common Stock members of such
group have the right to acquire within 60 days.
EXECUTIVE COMPENSATION
The following table sets forth a summary of the compensation paid during each
of the three most recent fiscal years to the Company's Chief Executive Officer
and to the four other executive officers on March 31, 2002 with total
compensation of $100,000 or more.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-term Compensation
Name and Awards/Securities
Principal Position Year Salary($)(1) Bonus($) Underlying Options(#)
Walter Clark 2002 111,522 52,140
Chief Executive Officer 2001 125,732 46,900 -
2000 126,035 15,080 50,000
J. Hugh Bingham 2002 193,304 52,564
President 2001 193,004 46,900 -
2000 196,032 15,080 -
John J. Gioffre 2002 122,058 39,880
Vice President 2001 121,788 35,175 -
2000 121,948 11,311 -
J. Leonard Martin 2002 122,659 59,900
Vice President 2001 122,673 24,880 -
2000 122,205 6,880 -
William H. Simpson 2002 195,364 52,140
Executive Vice President 2001 194,803 46,900 -
2000 195,169 15,080 9,000
___________________________
(1) Includes perquisites in aggregate amount no greater than ten percent of
the officer's base salary plus bonus.
The following table sets forth, for each of the executive officers listed in
the Summary Compensation Table who exercised options to purchase shares of
Common Stock during the most recent fiscal year, the number of shares
purchased and the value realized upon exercise, which is determined based on
the aggregate fair market value of the shares at the time of the exercise
minus the aggregate exercise price. The table also sets forth the number of
shares of Common Stock underlying unexercised options at March 31, 2002 held
by each of the executive officers listed in the Summary Compensation Table.
The table also includes the value of such options at March 31, 2002 based upon
the closing bid price of the Company's Common Stock in the over-the-counter
market on that date ($4.00 per share) and the exercise price of the options.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
Shares Number of Securities Value of Unexercised
Acquired Value Underlying Unexercised In-the-Money Options
On Realized Options at FY-End (#) at FY-End ($)
Name Exercise# ($) Exercis Unexercis Exercis Unexercis
able able able able
Walter Clark - - 50,000 - 15,500 -
J. Hugh Bingham - - 9,000 - 6,750 -
John J. Gioffre - - 9,000 - 6,750 -
J. Leonard Martin 6,000 4,800 3,000 - 2,250 -
William H. Simpson 8,000 20,400 9,000 - 2,790 -
EMPLOYMENT AGREEMENTS
Effective January 1, 1996, the Company and each of its subsidiaries entered
into employment agreements with J. Hugh Bingham, John J. Gioffre and William
H. Simpson, each of substantially similar form. Each of such employment
agreements provides for an annual base salary ($130,000, $103,443 and $165,537
for Messrs. Bingham, Gioffre and Simpson, respectively), which may be increased
upon annual review by the Compensation Committee of the Company's Board of
Directors. In addition, each such agreement provides for the payment of
annual incentive bonus compensation equal to a percentage (2.0%, 1.5% and 2.0%
for Messrs. Bingham, Gioffre and Simpson, respectively) of the Company's
consolidated earnings before income taxes and extraordinary items as reported
by the Company in its Annual Report on Form 10-K. Payment of such bonus is to
be made within 15 days after the Company files its Annual Report on Form 10-K
with the Securities and Exchange Commission.
The initial term of each such employment agreement expired on March 31, 1999,
and the term is automatically extended for additional one-year terms unless
either such executive officer or the Company's Board of Directors gives notice
to terminate automatic extensions, which must be given by December 1 of each
year (commencing with December 1, 1996).
Each such agreement provides that upon the executive officer's retirement, he
shall be entitled to receive an annual benefit equal $75,000 ($60,000 for Mr.
Gioffre), reduced by three percent for each full year that the termination of
his employment precedes the date he reaches age 65. The retirement benefits
under such agreements may be paid at the executive officer's election in the
form of a single life annuity or a joint and survivor annuity or a life
annuity with a ten-year period certain. In addition, such executive officer
may elect to receive the entire retirement benefit in a lump sum payment equal
to the present value of the benefit based on standard insurance annuity
mortality tables and an interest rate equal to the 90-day average of the
yield on ten-year U.S. Treasury Notes.
Retirement benefits shall be paid commencing on such executive officer's 65th
birthday, provided that such executive officer may elect to receive benefits
on the later of his 62nd birthday, in which case benefits will be reduced as
described above, or the date on which his employment terminates, provided
that notice of his termination of employment is given at least one year prior
to the termination of employment. Any retirement benefits due under the
employment agreement shall be offset by any other retirement benefits that
such executive officer receives under any plan maintained by the Company.
In the event such executive officer becomes totally disabled prior to
retirement, he will be entitled to receive retirement benefits calculated as
described above.
In the event of such executive officer's death before retirement, the agreement
provides that the Company shall be required to pay an annual death benefit to
such officer's estate equal to the single life annuity benefit such executive
officer would have received if he had terminated employment on the later of
his 65th birthday or the date of his death, payable over ten years; provided
that such amount would be reduced by five percent for each year such
executive officer's death occurs prior to age 65, but in no event more than
50 percent.
Each of the employment agreements provides that if the Company terminates such
executive officer's employment other than for "cause" (as defined in the
agreement), such executive officer be entitled to receive a lump sum cash
payment equal to the amount of base salary payable for the remaining term of
the agreement (at the then current rate) plus one-half of the maximum
incentive bonus compensation that would be payable if such executive officer
continued employment through the date of the expiration of the agreement
(assuming for such purposes that the amount of incentive bonus compensation
would be the same in each of the years remaining under the agreement as was
paid for the most recent year prior to termination of employment). Each of
the agreements further provides that if any payment on termination of
employment would not be deductible by the Company under Section 280G(b)(2) of
the Internal Revenue Code, the amount of such payment would be reduced to the
largest amount that would be fully deductible by the Company.
CERTAIN TRANSACTIONS
The Company leases its corporate and operating facilities at the Little
Mountain, North Carolina airport from Little Mountain Airport Associates, Inc.
("Airport Associates"), a corporation whose stock is owned by J. Hugh Bingham,
William H. Simpson, John J. Gioffre, the estate of David Clark and three
unaffiliated third parties. Walter Clark and Allison Clark are beneficiaries
of the estate of David Clark, and Walter Clark is a co-executor of the estate.
On May 31, 2001, the Company renewed its lease for this facility, scheduled to
expire on that date, for an additional five-year term, and adjusted the rent to
account for increases in the consumer price index. Upon the renewal, the
monthly rental payment was increased from $8,073 to $9,155. The Company paid
aggregate rental payments of $107,696 to Airport Associates pursuant to such
lease during the fiscal year ended March 31, 2002. The Company believes that
the terms of such lease are no less favorable to the Company than would be
available from an independent third party.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors establishes the
compensation paid to the Company's executive officers, including the
individuals named in the Summary Compensation Table. Although the Compensation
Committee did not hold a formal meeting during the fiscal year, its members
communicated informally during the course of the fiscal year.
Policies
The Compensation Committee seeks to establish compensation policies
that provide appropriate rewards to the Company's executive officers
commensurate with their service with the Company and to provide incentives for
superior performance. Executive compensation is comprised of three components:
base salary, annual cash bonuses and stock option awards. In setting an
executive officer's base salary, the Compensation Committee engages in a
subjective evaluation, examining the officer's level of responsibility in the
Company and previous base compensation, the officer's performance over both
the short and longer terms, the Company's performance over those periods and
the length of the officer's service with the Company, assigning no particular
weight to any of these factors. The Company has entered into employment
agreements with certain of its executive officers establishing a minimum base
annual salary and providing for an annual cash bonus equal to an established
percentage of the Company's earnings before income taxes and extraordinary
items. Accordingly, the Committee believes that a substantial portion of
compensation of executive officers will be tied directly to the Company's
overall financial performance.
In addition, during the fiscal year ended March 31, 1999, the Company
awarded executive officers and other employees bonuses under the Company's
1998 Omnibus Securities Award Plan. Because the Company has not awarded stock
options to its employees in the several years, and then awarded options only
to executive officers, option awards were fairly uniformly distributed among
the key employees of the Company, with each executive officer (other than the
Chief Executive Officer and the Executive Vice President) receiving 9,000
options. In the 2000 fiscal year, the Company awarded 9,000 options to the
Executive Vice President and 50,000 options to the Chief Executive Officer.
These options expire five and ten years, respectively, after they were awarded.
The options awarded to the Chief Executive Officer were fully exercisable on
the date of grant, while the options awarded to the Executive Vice President
becameexercisable on the date of grant with respect to one half of the shares,
and will become exercisable with respect to the remaining half one year after
the date of grant. The Compensation Committee believes that options are
performance-based compensation and serve as an incentive to management to
remain with the Company. No options were awarded to executive officers in the
most recent fiscal year. Stock options and other equity-based performance
compensation may be awarded in the future.
Compensation of Chief Executive Officer
The Committee established Mr. Walter Clark's annual salary at $120,000 in
January 1998 and has not adjusted his salary since that time. In setting Mr.
Walter Clark's salary, the Committee deferred in part to Mr. Walter Clark's
request that his compensation be kept relatively low. In determining salary
and bonus for Mr. Walter Clark, the Committee has used its subjective
evaluation of Mr. Walter Clark's performance and responsibilities, the
Company's overall performance and his request that his compensation be
relatively low. The Committee believes that the scope and his performance of
his responsibilities, would justify a higher level of salary and bonus
compensation to Mr. Walter Clark. During the fourth quarter of the fiscal
year ended March 31, 2002, Mr. Walter Clark unilaterally reduced his annual
salary to $96,000. As noted above, in the 2000 fiscal year, the Company
awarded to Mr. Walter Clark 50,000 options, which vested immediately and are
exercisable for a period of ten years. No options were awarded in the most
recent fiscal year to Mr. Clark or any other executive officer in light of
awards that had been made in prior years.
COMPENSATION COMMITTEE
CLAUDE S. ABERNETHY, JR. SAM CHESNUTT GEORGE C. PRILL
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
The following graph compares the Company's cumulative total shareholder
return at the end of the five most recent fiscal years, assuming an investment
on March 31, 1997 of $100 in Common Stock and reinvestment of all dividends
in Common Stock, along with the cumulative total returns determined on the
same basis of a broad-based equity market index -- The Center for Research in
Securities Prices (CRSP) Total Return Index for the Nasdaq Stock Market (U.S.
Companies) -- and a peer index - the CRSP Nasdaq Trucking & Transportation
Index.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
To the Company's knowledge, based solely on review of the copies of
reports under Section 16(a) of the Securities Exchange Act of 1934 that have
been furnished to the Company and written representations that no other reports
were required, during the fiscal year ended March 31, 2002 all executive
officers, directors and greater than ten- percent beneficial owners have
complied with all applicable Section 16(a) filing requirements.
RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors recommends that the stockholders ratify the
appointment of Deloitte & Touche LLP to serve as the independent auditors for
the Company and its subsidiary corporations for the fiscal year ending March
31, 2002. This firm has served as the independent auditors for the Company
since 1983. Representatives of Deloitte & Touche LLP are expected to be
present at the annual meeting and will have an opportunity to make a statement
and will be available to respond to appropriate questions.
Report of the Audit Committee
The Audit Committee reviews the Company's financial reporting process on behalf
of the Board of Directors. Management has the primary responsibility for the
financial statements and the reporting process. The Company's independent
auditors are responsible for expressing an opinion on the conformity of the
Company's audited financial statements to generally accepted accounting
principles. In this context, the Audit Committee has reviewed and discussed
with management and the independent auditors the audited financial statements
as of and for the year ended March 31, 2002. The Audit Committee has
discussed with the independent auditors the matters required to be discussed
by Statement on Auditing Standards No.61 (Communication with Audit Committees).
In addition, the Audit Committee has received from the independent auditors
the written disclosures and letter required by Independence Standards Board
No. 1 (Independence Discussions with Audit Committees) and discussed with
them their independence from the Company and its management. The Audit
Committee also has considered whether the independent auditors provision of
non-audit services to the Company is compatible with the auditor's
independence. Based on the reviews and discussions referred to above, the
Audit Committee recommended to the Board of Directors that the audited
financial statements be included in the Company's Annual Report on Form 10-K
for the year ended March 31, 2002 for filing with the Securities and Exchange
Commission.
AUDIT COMMITTEE
CLAUDE S. ABERNETHY, Jr. SAM CHESNUTT HERMAN A. MOORE
Audit Fees
Aggregate fees estimated to be billed by Deloitte & Touche LLP for its audit
of the Company's annual financial statements and the review of quarterly
financial statements for fiscal year 2002 are $78,500, of which $30,450 were
billed during the fiscal year.
Financial Information Systems Design and Implementation Fees
Deloitte & Touche LLP did not render any services related to financial
information systems design and implementation for the fiscal year ended March
31, 2002.
All Other Fees
Aggregate fees billed for all other services rendered by Deloitte & Touche
LLP for the fiscal year ended March 31, 2002 were $52,917.
ADDITIONAL INFORMATION
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER OF
THE COMPANY, AND TO EACH PERSON REPRESENTING THAT AS OF THE RECORD
DATE FOR THE MEETING HE OR SHE WAS A BENEFICIAL OWNER OF SHARES
ENTITLED TO BE VOTED AT THE MEETING, IF SOLICITED BY WRITTEN REQUEST, A
COPY OF THE COMPANY'S 2002 ANNUAL REPORT ON FORM 10-K TO THE
SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL
STATEMENTS. SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO AIR T, INC.,
3524 AIRPORT ROAD, MAIDEN, NORTH CAROLINA 28650, ATTENTION: MR. JOHN J.
GIOFFRE, SECRETARY.
OTHER MATTERS
The Board of Directors knows of no other matters that may be presented at the
meeting.
[Intentionally left blank.]
AIR T, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 22, 2002
AND
INFORMATION STATEMENT
JULY 17, 2002