BALTIA AIR LINES INC - 10KSB/A - 19980129 - PART_III
PART III
Item 9. Directors, Executive officers, Promoters and Control Persons:
Compliance With Section 16(a) of the Exchange Act. Compliance confirmed.
MANAGEMENT
The management of a US airline is subject to review by the
Department of Transportation. Having examined the Company's
management, its background and qualifications, the Department of
Transportation found the Company's management fit to operate the
proposed routes as a US flag carrier. (DOT Order 96-1-24, and
96-2-51). In addition to meeting requirements specific to the
DOT, certain management personnel are also qualified by the FAA
for specific positions.
Executive Officers and Directors
The following table summarizes certain information with respect
to the executive officers and directors of the board <FN1>:
Name Age Position
Igor Dmitrowsky . . . . 43 President, Chairman and Director of the Board
Walter Kaplinsky . . . 59 Secretary and Director of the Board
Andris Rukmanis . . . . 36 V.P. Europe and Director of the Board
Anita Schiff-Spielman . 43 Director of the Board
Brian Glynn . . . . . . 52 Vice President Marketing
<FN1>
(1) The by-laws restrict the number of directors on the
board to a maximum of four, with a provision that an
additional seat on the board is created for the Lead-
Manager's designee for a period of three years, at the
option of the Lead-Manager. Officers and Directors
have a one year term and are elected at, and after, the
Annual Meeting in August.
Igor Dmitrowsky has served as Chairman of the Board and President
of the Company since its inception in August 24, 1989. In 1990,
he testified before the House Aviation Subcommittee on the
implementation of the United States' authorities by US airlines,
and was instrumental in 1991 in obtaining the DOT authority to
serve St. Petersburg, Riga, Minsk, Kiev and Tbilisi, with backup
authority for Moscow. In 1996 Mr. Dmitrowsky was instrumental in
the Company's obtaining authority to provide air service from JFK
to St. Petersburg. Mr. Dmitrowsky, a US citizen, born in Riga,
Latvia, attended the State University of Latvia from 1972 to 1974
and Queens College from 1976 through 1979. In 1979, he founded
American Kefir Corporation, a dairy distribution company, which
completed a public offering in 1986, and from which he retired in
1987. Mr. Dmitrowsky has interests and has financed aircraft and
automotive projects, speaks fluent Latvian and Russian, and
together with the staff of the Company, has traveled extensively
in the republics of the former Soviet Union.
Walter Kaplinsky, a US citizen, has been with the Company since
1990. In 1993, Mr. Kaplinsky became secretary and a director of
the board. Mr. Kaplinsky has worked on behalf of the Company in
American - Russian marketing, and financing. In 1979, together
with Mr. Dmitrowsky, Mr. Kaplinsky was one of the co-founders of
American Kefir Corporation, where from 1979 through 1982 Mr.
Kaplinsky served as secretary and vice president. Mr. Kaplinsky
is the owner of Globe Enterprises, Brooklyn, NY, a private
company that exports to Russia.
Brian Glynn, a US citizen, is V.P. of Marketing and Service. He
joined the Company in 1990. Mr. Glynn has a background in
marketing and public relations. During the 1990 DOT Route
Authority proceedings, he established the Company's relations
with business and ethnic communities, generating public support
for the Company's bid for routes to the former Soviet Union. Mr.
Glynn has also been active in the financing of the Company. From
1982 through 1989, Mr. Glynn was Vice President of American Kefir
Corporation.
Andris Rukmanis, a citizen of Latvia, is the Company's Vice
President in Europe. Mr. Rukmanis joined the Company in 1989.
Mr. Rukmanis represents the Company and makes service
arrangements for the Company in St. Petersburg. During the
Company's certification process in 1992, he worked at the
Company's JFK office to prepare the Company's overseas services.
In Latvia, Mr. Rukmanis has worked as an attorney specializing in
business law. From 1988 through 1989 he was Senior Legal Counsel
for the Town of Adazhi in Riga County, Latvia. From 1989 to 1990
he served as Deputy Mayor of Adazhi.
Anita Schiff-Spielman, a US citizen, serves as a director of the
board. She has been associated with the Company since its
inception in 1989. In 1992 she helped organize office systems at
JFK and helped formulate the Company's employment policy,
passenger service standards, and cost accountability. Ms.
Schiff-Spielman has owned Schiff Dental Labs, New York, NY, for
the past fifteen years.
Significant Personnel
Nina Morozova, 47 years of age, a US citizen, serves as Director
of Accounting. She joined the Company in 1992. Prior to joining
the Company, from 1978 through 1991, Ms. Morozova was accounting
manager at Pan American Airways. From 1970 through 1978, Ms.
Morozova was manager economics at Scandinavian Airlines System.
Robert Hughes, 64 years of age, a US citizen, serves as Director
of Technical Services. He joined the Company in 1992. Prior to
joining the Company, Mr. Hughes operated Arel Aviation Service,
Inc., an FAA approved repair station which provided services in
aircraft component repairs, acceptance of large aircraft,
inspection of records, maintenance review, and aircraft
appraisal. Mr. Hughes was one of the co-founders of New York Air
and, from 1980 to 1982, served as vice president of operations.
From 1978 through 1989, Mr. Hughes was the director of product
support and purchasing at Seaboard World Airlines.
Jonathan Hill, 44 years of age, a US citizen, is Director of
Sales and Reservations. He joined the Company in 1992. Prior to
joining the Company, from 1988 to 1992, Mr. Hill was Marketing
Manager for Aeroflot, USA. Since 1985, Mr. Hill has also been a
lecturer teaching PARS Computer Reservations System (CRS) to
airline reservations specialists at the Travel and Tourism
Department of Kingsborough College.
Victoria Charlton, 54 years of age, a citizen of UK, is Director
of Promotion & Advertising. She joined the Company in 1992. Ms.
Charlton has a background in international promotions. In 1992,
she organized the Company's promotional sponsorship of the St.
Petersburg Festival at the Met. During various periods from 1975
through 1992, Ms. Charlton served as executive director of
Gateway Projects representing merchandising rights for Paramount
Studios, LCA (Warner), MCA (Universal Studios, and De Laurentis
Studios). Ms. Charlton has presented exhibitions from the
Hermitage Museum in St. Petersburg, and organized performances
for Russian artists and the leading companies in the US. In 1993
she organized a lecture tour for Mikhail Gorbachev in England.
Captain John Hodge, 50 years of age, a US citizen, will serve as
Director of Flight Standards, pending completion of the Company's
financing. Presently, he maintains his professional
qualifications with North American Airlines. Mr. Hodge has
twenty years experience in aviation operations, including FAA Air
Carrier Inspector, Check Airman, Operations Group Coordinator,
Regional Investigator in charge during accident investigation of
Continental Airlines Flight 1713, Regional Staff Specialist
dealing with rules and regulations, Flight Standard District
Officer, Flight Instructor, CFI-A & CFI-I, wind tunnel test
background at McDonnell Douglas, flight test background and data
analysis at McDonnell Douglas.
The board of directors approves salaries for the Company's
executive officers as well as the Company's overall salary
structure. For year one following the closing of this Offering,
the rate of compensation for the Company's executive officers is:
(i) President $186,000, (ii) Vice President Marketing $82,000,
and (iii) Vice President Europe $68,000. Pursuant to written
agreement, the President's and Vice Presidents' salaries will be
reduced to an amount equal to 50% of budgeted salary during the
90-day period commencing when funds are received at Closing Upon
commencement of flight services 100% of respective budgeted
salaries will be paid. To this date, the Company has paid
officers no salaries, nor otherwise have compensated officers.
Board directors are not presently compensated and shall receive
no compensation prior to commencement of revenue service.
The following table identifies executive compensation to be paid.
The board of directors has established the compensation. No
individual personnel contracts exist. The officers have been
working on behalf of the Company in their respective offices for
six years. No executive salaries have been paid to date, nor
will be paid until funds are received at the Closing, but normal
salaries have been treated as capital contributions. See
footnote 6(G) of the Company's Financial Statement and
"Contributed capital". To preserve the IPO proceeds designated
working capital , these officers have agreed to continue in
their offices at reduced salaries for the period of three months
between the Closing and commencement of revenue operations.
Reduced salaries will not commence until proceeds are available
from this Offering. The executive officers have provided written
affirmation that each will continue in his respective position at
reduced salary for the three months following the Closing.
Name Position Salary
Igor Dmitrowsky President $186,000
Brian Glynn Vice President Marketing 82,000
Andris Rukmanis Vice President Europe 68,000
Item 11. Security Ownership of Certain Beneficial Owners and Management.
Principal Stockholders.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of the date of this
Prospectus, the ownership of the Company's Common Stock by (i)
each director and officers of the Company, (ii) all executive
officers and directors of the Company as a group, and (iii) all
other persons known to the Company to own more than 5% of the
Company's Common Stock <FN2>. Each person named in the table has
sole voting and investment power with respect to all shares shown
as beneficially owned by such person. The percentage owned after
the Offering reflects the sale of 1,000,000 Shares and 3,000,000
Warrants <FN1>.
Common Shares
Beneficially Owned Percent of Total Percent of Total
After the Offering Before Offering After Offering <FN1>
Directors and Officers
Igor Dmitrowsky . . . . . . 3,034,100 62.1% 51.6%
63-26 Saunders St., Suite 7I
Rego Park, NY 11374
Walter Kaplinsky . . . . . 146,500 3.0% 2.5%
2000 Quentin Rd.
Brooklyn, NY 11229
Brian Glynn . . . . . . . . 100,000 2.0% 1.7%
148 Claremont Rd.
Bernardsville, NJ 07924
Andris Rukmanis . . . . . . 51,000 1.0% 0.9%
Kundzinsala, 8 Linija 9.
Riga, Latvia LV-1005
Anita Schiff-Spielman . . . 4,500 0.1% 0.1%
1149 Kensington Rd.
Teaneck, NJ 07666
All directors and officers 3,336,100 68.2% 56.8%
(Five persons)
<FN1>
(1) Does not reflect the exercise of Over-Allotment Warrants or
Representative's Warrants.
<FN2>
(2) Steffanie J. Lewis, The IBLF P.C., 3511 North 13th St.,
Arlington, VA 22201, owns 380,000 shares which is 7.8% of
total shares before the Offering and 6% of total shares
after the Offering.
Item 12. Certain Relationships and Related transactions.
Certain Transactions.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No officers or directors hold Company shares purchased since
March 4, 1995, i.e. within one year of the Company's filing its
initial registration of this Offering. All securities previously
purchased by officers and directors were purchased for fair
market value at the time they were purchased. Excepting
Management Stock Options and the Company's renting office space
from its president prior to moving to JFK, no transaction exists
between officers and the Company or affiliates of either, and
there are no incentive plans or options for delayed compensation.
Item 13. Exhibits and Reports on Form 8-K. Financial Statements;
Exhibits. No report has been filed on Form 8-K.
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