SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange
Act of 1934
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[ ] Preliminary Information Statement
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AIR T, INC.
(Name of Registrant As Specified In Charter)
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AIR T, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 16, 2003
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 Tuesday, September 16, 2003 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 August 4,
2003 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
August 20, 2003
[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 Tuesday, September 16, 2003 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
August 20, 2003. The Company's 2003 Annual Report to Stockholders
accompanies this information statement.
VOTING SECURITIES
Only stockholders of record at the close of business on August 4, 2003
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 2,726,320. 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, 2003
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
Title of Beneficial Ownership Percent
Class Name and Address of Beneficial Owner as of June 1, 2003 Of Class
Common Walter Clark and Caroline Clark,
Stock, Executors(1)
par value P.O. Box 488
$.25 per Denver, North Carolina 28650 1,342,416(1) 48.4%
share
William H. Simpson
P.O. Box 488
Denver, North Carolina 28650 271,180(2) 9.9%
(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 57, 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 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 46, 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. 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 59, 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.
J. Leonard Martin, age 66, was elected a director in August 1994 and
joined the Company as a Vice President in April 1997. He served as Chief
Executive Officer of Global Ground Support, LLC ("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 55, 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.
Claude S. Abernethy, Jr., age 76, 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 IJL Wachovia (a division 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 69, 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 47, 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 73, 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 80, 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, from November 1992 until 2001. 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 five 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, 2003 is included
in this Information Statement. The Company has certified to NASDAQ the
Company's compliance with NASDAQ's 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.
The Board of Directors does not have a nominating committee.
During the fiscal year ended March 31, 2003, the Board of Directors met
seven 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, except that J. Leonard Martin missed
two of the seven meetings of the Board of Directors.
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, 2003. 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, 2003
Name Position with Company No. of Shares
Percent
J. Hugh Bingham President, Chief
Operating Officer,
Director 119,680(1)(2) 4.3%
Walter Clark Chairman of the Board
Of Directors and Chief
Executive Officer 1,340,194(2) 48.3%
John J. Gioffre Vice President-Finance,
Chief Financial Officer,
Secretary and Treasurer,
Director 57,580 2.1%
J. Leonard Martin Vice President, Director 100(3) *
William H. Simpson Executive Vice President,
Director 271,180(1)(4) 9.9%
Claude S. Abernethy, Jr. Director 44,011(5)(6) 1.6%
Sam Chesnutt Director 12,100(5) *
Allison T. Clark Director 3,222(5) *
Herman A. Moore Director 1,000(5) *
George C. Prill Director 46,966(5) 1.7%
All directors and
executive officers
as a group (11
persons) N/A 1,894,833(7) 67.9%
__________________________________________
* Less than one percent.
(1) Includes 1,200 shares jointly held by Messrs. Simpson and Bingham.
(2) 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.
(3) Such 100 shares are held by Mr. Martin's spouse of which shares Mr.
Martin disclaims beneficial ownership.
(4) Includes 9,000 shares under options granted by the Company to Mr.
Simpson.
(5) Includes 1,000 shares under options granted by the Company.
(6) Includes 20,400 shares held by the Estate of Raenelle B. Abernethy, of
which Mr. Abernethy is the executor.
(7) Includes an aggregate of 64,000 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, 2003 with total
compensation of $100,000 or more.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and Principal Position Year Salary ($)(1) Bonus ($)
Walter Clark 2003 99,001 -
Chief Executive Officer 2002 111,522 52,140
2001 125,732 46,900
J. Hugh Bingham 2003 191,335 -
President 2002 193,304 52,564
2001 193,004 46,900
John J. Gioffre 2003 120,767 -
Vice President 2002 122,058 39,880
2001 121,788 35,175
J. Leonard Martin 2003 121,214 -
Vice President 2002 122,659 59,900
2001 122,673 24,880
William H. Simpson 2003 193,705 -
Executive Vice President 2002 195,364 52,140
2001 194,803 46,900
(1) Includes perquisites in aggregate amount no greater than ten percent of
the officer's base salary plus bonus.
The following table sets forth, the number of shares of Common Stock
underlying unexercised options at March 31, 2003 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, 2003 based upon the closing bid price of the
Company's Common Stock in the over-the-counter market on that date ($1.41 per
share) and the exercise price of the options. None of the executive officers
listed in this table exercised any options in fiscal 2003.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at FY-End (#) at FY-End ($)
Name Exercisable Unexercisable Exercisable Unexercisable
Walter Clark 50,000 - - -
J.Hugh Bingham - - - -
John J. Gioffre - - - -
J. Leonard Martin - - - -
William H. Simpson 9,000 - - -
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 $109,860 to Airport Associates pursuant to such
lease during the fiscal year ended March 31, 2003. In May 2003, the Company
leased additional office space from Airport Associates under terms similar to
the above lease at a monthly rental payment of $2,100. The Company believes
that the terms of such leases 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 is charged with
establishing the compensation paid to the Company's executive officers,
including the individuals named in the Summary Compensation Table.
Executive Officer Compensation
The Compensation Committee has historically sought 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. As described elsewhere in this
information statement, certain of the Company's executive officers are
parties to employment agreements, which specify an annual salary rate, which
may be increased upon annual review by the Compensation Committee, and annual
incentive bonus compensation based on the amount 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. The Compensation Committee
has not met during the last two fiscal years. During this period, the
Compensation Committee has not made any adjustment in the salary paid to the
Company's executive officers, including the executive officers who are
parties to these agreements.
The Company has historically provided for an annual cash bonus to its
executive officers equal to an established percentage of the Company's
earnings before income taxes and extraordinary items. Potential bonus
compensation permits a substantial portion of compensation of executive
officers to be tied directly to the Company's overall financial performance.
Because of the Company's reported loss for its 2003 fiscal year, no bonuses
will be paid to executive officers for that fiscal year.
The Company maintains its 1998 Omnibus Securities Award Plan, which
permits the Company, by action of the Compensation Committee, to grant
equity-based incentive compensation awards to its employees, including its
executive officers. The Compensation Committee last granted awards under
this plan in the 2000 fiscal year. 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 became exercisable on the
date of grant with respect to one half of the shares, and exercisable with
respect to the remaining half one year after the date of grant. At March 31,
2003, these grants were the only options awarded to executive officers that
remained outstanding.
The Compensation Committee has not determined whether any stock options
or 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. Clark's salary at that time, the Committee deferred in part to
Mr. Clark's request that his compensation be kept relatively low. In setting
Mr. Clark's salary, the Compensation Committee used its subjective evaluation
of Mr. Clark's performance and responsibilities, the Company's overall
performance and his request that his compensation be relatively low. During
the fourth quarter of the fiscal year ended March 31, 2002, Mr. Clark
unilaterally reduced his annual salary to $96,000. As noted above, no bonus
payments were made to Mr. Clark with respect to the most recent fiscal year
in light of the Company's reported loss for that period. No options were
awarded in the most recent fiscal year to Mr. Clark 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, 1998 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.
March 31,
1998 1999 2000 2001 2002 2003
Company 100.0 27.2 26.6 33.2 28.2 11.8
Nasdaq 100.0 135.1 251.0 100.6 101.3 74.4
Nasdaq Trucking &
Transportation 100.0 78.7 87.3 67.0 92.9 82.2
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, 2003 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, 2003. 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, 2003. 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, 2003 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 2003 are $115,000, of which
$35,699 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, 2003.
All Other Fees
Aggregate fees billed for all other services rendered by Deloitte &
Touche LLP for the fiscal year ended March 31, 2003 were $44,000.
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 2003
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 SEPTEMBER 16, 2003
AND
INFORMATION STATEMENT
AUGUST 20, 2003