Edgar Filing: ATLANTIC TELE NETWORK INC /DE

SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registrant [ ]

Check the appropriate box:

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6(E)(2))

[X]Definitive Proxy Statement

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[_]Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

ATLANTIC TELE-NETWORK, INC.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notes:

Reg. (S) 240.14a-101.

SEC 1913 (3-99)

(Atlantic Tele-Network Logo)

ATLANTIC TELE-NETWORK, INC.
19 Estate Thomas
Havensight
P.O. Box 12030
St. Thomas, U.S. Virgin Islands 00801

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 30, 2001

April 27, 2001

To the Stockholders of
Atlantic Tele-Network, Inc.:

You are cordially invited to attend the Annual Meeting of Stockholders of
ATLANTIC TELE-NETWORK, INC., a Delaware corporation (the "Company"), which
will be held at the office of American Stock Exchange 86 Trinity Place, New
York, New York, 10006 on Wednesday, May 30, 2001, at 10:00 A.M., for the
following purposes:

1. To elect four directors of the Company to hold office until the next
annual meeting of stockholders and until their respective successors
are elected and qualified;

2. To act upon a proposal to ratify the selection of Arthur Andersen LLP
as independent auditors for the Company for the fiscal year ending
December 31, 2001;

3. To transact any other business that may properly come before the
meeting or any adjournment or postponement thereof.

Stockholders of record at the close of business on April 20, 2001 will be
entitled to vote at the meeting. During the ten days prior to the meeting, a
list of such stockholders will be available for inspection at the offices of
The Bank of New York, 101 Barclay Street, New York, New York 10286.

Whether or not you expect to attend the meeting, please complete, date and
sign the enclosed proxy card and mail it promptly in the enclosed postage
prepaid envelope.

By Order of the Board of Directors

Cornelius B. Prior, Jr.
Secretary

ATLANTIC TELE-NETWORK, INC.
19 Estate Thomas
Havensight
P.O. Box 12030
St. Thomas, U.S. Virgin Islands 00801

PROXY STATEMENT

The enclosed proxy is solicited on behalf of the Board of Directors (the
"Board") for use at the Annual Meeting of Stockholders of ATLANTIC TELE-
NETWORK, INC., a Delaware corporation (the "Company"), to be held at the
office of the American Stock Exchange, 86 Trinity Place, New York, N.Y. 10006
on May 30, 2001 at 10:00 a.m. for the purposes set forth in the accompanying
Notice of Annual Meeting, or at any adjournment thereof. It may be revoked, by
written notice or by furnishing a proxy subsequent in time, at any time prior
to its use. All shares represented at the meeting by properly executed proxies
will be voted as specified and, unless otherwise specified, will be voted FOR
the election of the nominees set forth herein under "Election of Directors",
the ratification of the selection of Arthur Andersen LLP as independent
auditors for the Company for the year 2001 and the approval of any other
matter that may properly come before the meeting.

Only stockholders of record at the close of business on April 20, 2001 will
be entitled to vote at the meeting. On that date, 4,986,527 shares of common
stock, par value $.01 per share (the "Common Stock"), were outstanding, each
such share of stock having one vote.

The election of directors requires a plurality of the votes cast. The
ratification of the selection of Arthur Andersen LLP as independent auditors
of the Company and any other matter to be submitted to the stockholders
requires the affirmative vote of a majority of the votes cast at the meeting.
The Board of Directors recommends that you vote "FOR" the election of each of
the nominees to the Board and the ratification of the selection of Arthur
Andersen LLP as independent auditors of the Company. Votes will be tabulated
by inspectors of election appointed by the Company's Board of Directors.
Except for quorum purposes, abstentions and votes withheld will have no legal
effect.

This Proxy Statement, the attached Notice of Annual Meeting and the enclosed
proxy card are first being mailed to stockholders of the Company on or about
May 1, 2001.

The Company will bear the cost of this solicitation of proxies. Proxies may
be solicited by mail, personal interview, telephone and telegraph by
directors, officers and employees of the Company and its subsidiaries without
receiving additional compensation. Upon request, the Company will also
reimburse brokers and others holding stock in their names, or in the names of
nominees, for forwarding proxy materials to their principals.

Principal Stockholders

The following table lists the beneficial ownership of each person or group
who, as of March 31, 2001, owned, to the Company's knowledge, more than five
percent of the Company's Common Stock:

Amount and
Nature of Percentage
Beneficial of
Name and Address of Beneficial Owner Ownership Security
------------------------------------ ---------- ----------

Cornelius B. Prior, Jr. ............................... 3,140,409(1) 63.0%
P.O. Box 12030
St. Thomas, V. I. 00801

FMR Corp. ............................................. 498,120(2) 9.99%
82 Devonshire Street
Boston, MA 02019

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(1) Includes 4,120 shares owned by Mr. Prior's children; 200 shares owned by
Gertrude Prior, Mr. Prior's wife; 21,300 shares owned by Mr. Prior in an
Individual Retirement Account; 16,000 shares held as trustee for the
Katherine D. Prior Revocable Trust under agreement dated December 8, 1992
and 10,325 shares owned by Tropical Aircraft Company (Mr. Prior owns 90%
of the outstanding capital stock of Tropical Aircraft Company), as to all
of which Mr. Prior disclaims beneficial ownership.
(2) Based on information as of December 31, 2000, contained in a Schedule 13G
Statements filed with the Securities and Exchange Commission.

ELECTION OF DIRECTORS

Four directors are to be elected at the meeting to hold office until the
next annual meeting of stockholders and until their respective successors are
elected and qualified. It is the intention of the persons named in the
accompanying proxy to vote FOR the election of the nominees listed below. It
is not expected that any of the nominees will become unavailable for election
as a director, but, if any nominee should become unavailable prior to the
meeting, proxies will be voted for such persons as the Company's Board of
Directors shall recommend.

The nominees, and certain information supplied by them to the Company, are
as follows:

Ernst A. Burri
James B. Ellis
Cornelius B. Prior, Jr.
Henry Wheatley

All of the nominees have been unanimously approved by the Board of
Directors.

Ernst A. Burri, 57, retired as president of CODETEL, the leading
telecommunications carrier in the Dominican Republic and a subsidiary of GTE
Corporation, on December 31, 1997. Mr. Burri served in GTE Corporation for 25
years in many domestic and international assignments and was president of
CODETEL since January 1991. He is currently an independent consultant and
President of the Board of Directors of Consorcio Ecoenergetico Dominicano,
S.A., a corporation involved in energy projects in the Dominican Republic. Mr.
Burri has been a director of the Company since May 18, 1998 and is a member of
the Board's Audit and Compensation Committee.

James B. Ellis, 61, has been President and Treasurer of MLB Resources, Inc.,
an investment, real estate and construction firm, since 1987. Prior to 1993,
Mr. Ellis was an executive of SBC Communications Inc. (formerly known as
Southwestern Bell), a telecommunications firm based in the United States. From
1962 until 1993, Mr. Ellis worked in the telecommunications business,
primarily at Southwestern Bell, where he was President of SBC Communications-
Oklahoma Division from 1990 to 1993. Mr. Ellis has been a director of the
Company since December 30, 1997 and is the Chairman of the Board's Audit and
Compensation Committee.

Cornelius B. Prior, Jr., 67, has been Chief Executive Officer and Chairman
of the Board of the Company since December 30, 1997. He was co-founder of the
Company in June 1987 and served from June 1987 to December 1997 as Co-Chief
Executive Officer and President of the Company. He was Chairman of the Board
of

the Virgin Islands Telephone Corporation ("Vitelco"), which was then a
subsidiary of the Company, from June 1987 to March 1997 and became Chairman of
the Board of Guyana Telephone and Telegraph Company Limited ("GT&T"), a
subsidiary of the Company, in April 1997. From 1980 until June 1987, Mr. Prior
was a managing director and stockholder of Kidder, Peabody & Co. Incorporated,
where he directed the Telecommunications Finance Group.

Henry Wheatley, 69, has been the President of Wheatley Realty Corporation
since 1973 where he manages its shopping centers. Mr. Wheatley is also
Chairman of the Board of Coral World (Virgin Islands), Inc., and has been vice
president and trustee of Islands Resources Foundation since 1972. Mr. Wheatley
has been a director of the Company since December 30, 1997. He was a director
of the Virgin Islands Telephone Corporation from 1994 to December 30, 1997 and
is a member of the Board's Audit and Compensation Committee.

Additional Information Relating to the Board of Directors

During 2000, there were seven meetings of the Board of Directors and four
meetings of the Board's Audit and Compensation Committee.

The Board does not have a standing nominating committee or any other
committee performing similar functions.

Security Ownership of Management

The following table shows the beneficial ownership, to the best of the
Company's knowledge, of the Company's Common Stock by the directors and
executive officers of the Company as of March 31, 2001:

Amount and Nature of Percent of
Name Beneficial Ownership Security
---- -------------------- ----------

Ernst A. Burri............................... 3,543(1) *
James B. Ellis............................... 7,085(2) *
Steven Ross.................................. -- --
Lawrence Fucella............................. 5,000(3) *
Cornelius B. Prior, Jr ...................... 3,140,409(4) 63.0%
Lewis A. Stern............................... 33,333(3) *
Henry U. Wheatley............................ 13,085(5) *
All Directors and Executive Officers of the
Company as a Group (6 Persons).............. 3,202,455(4)(6) 64.2%

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* Less than 1%.
(1) Represents shares held in the Company's Directors' Remuneration Plan.
Under the Plan (see also "Compensation of Directors") the director has a
vested interest in the Shares and a right to receive the dividends
thereunder but may not vote or dispose of the shares until the Payment
Commencement Date (as defined under the Plan).
(2) Includes 2,682 shares held in the Company's Directors' Remuneration Plan.
(3) Represents shares subject to options granted under the Company's 1998
Company Stock Option Plan which were exercisable on or within 60 days
after March 31, 2001.
(4) Includes 4,120 shares owned by Mr. Prior's children; 200 shares owned by
Gertrude Prior, Mr. Prior's wife; 21,300 shares owned by Mr. Prior in an
Individual Retirement Account; 16,000 shares held as trustee for the
Katherine D. Prior Revocable Trust under agreement dated December 8, 1992
and 10,325 shares owned by Tropical Aircraft Company (Mr. Prior owns 90%
of the outstanding capital stock of Tropical Aircraft Company), as to all
of which Mr. Prior disclaims beneficial ownership.
(5) Includes 7,085 shares held in the Company's Directors' Remuneration Plan.
Under the Plan (see also "Compensation of Directors") the director has a
vested interest in the Shares and a right to receive the dividends
thereunder but may not vote or dispose of the shares until the Payment
Commencement Date (as defined under the Plan).
(6) Includes shares held by directors in the Company's Directors'
Remuneration Plan and shares described in Note 3 above.

COMPENSATION OF EXECUTIVE OFFICERS

The following Summary Compensation Table sets forth the compensation paid by
the Company for the last three fiscal years to the Chief Executive Officer of
the Company, and each person who was an executive officer of the Company at
December 31, 2000 and who earned more than $100,000 in 2000, for all services
rendered in all capacities to the Company and its subsidiaries:

SUMMARY COMPENSATION TABLE

Long Term
Compensation
Annual Compensation Awards
------------------------ ------------
Securities
Name and Principal Underlying All Other
Position Year Salary Bonus Options(a) Compensation(b)
------------------ ---- -------- ------- ------------ ---------------

Cornelius B. Prior, Jr. 2000 $350,000 -- -- $24,000
Chairman of the Board, 1999 $350,000 -- -- $24,000
and Chief Executive 1998 $350,000 -- -- $ 4,750
Officer
Lewis A. Stern 2000 $136,635 -- 100,000 $20,495
Vice President--Finance
and
Chief Financial Officer
Steven M. Ross 2000 $120,000 $30,000 25,000 $22,499
Treasurer, Chief 1999 $ 99,373 $25,000 -- $18,656
Accounting
Officer and Treasurer 1998 $ 74,457(c) -- -- $ 5,292
Lawrence Fucella 2000 $150,000 -- -- $22,500
Vice-President 1999 $150,000 -- -- $22,500
1998 $153,000 $50,000 10,000 $24,000
Richard Hanscom 2000 $100,058 $10,000 -- $16,508
Vice-President 1999 $ 57,974 -- --

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(a) Consists of options to purchase Common Stock of the Company granted under
the Company's 1998 Company Stock Option Plan.
(b) Consists of Company contributions under a qualified SEP IRA (see "Benefit
Plans") in 1998, 1999 and 2000.
(c) Includes compensation paid to Mr. Ross by Emerging Communications Inc.from
January thru August 1998 when in the employ of that company.

Option Grants in Last Fiscal Year

The following table contains information for each of the named executive
officers concerning the grant during 2000 of options under the Company's Stock
Option Plan.

Potential realizable
value at assumed
annual rates of stock
price appreciation for
Individual Grants option term
------------------------------------ ----------------------
Black
Number of Scholes
securities Percent of Calculation
underlying total options Exercise of Grant Date
options granted to base price Expiration Present
Name: granted employees $/share Date Value
----- ---------- ------------- ----------- ---------- -----------

Lewis A. Stern..... 100,000 80% $12.50 03/10/2010 $486,000
Steven M. Ross..... 25,000 20% $9.825 08/12/2010 $140,750

Options Exercised in Last Fiscal Year and Fiscal Year-End Option Values

The following table contains information for each of the named executive
officers concerning the exercise of options during 2000 and the value of
unexercised options at year-end for the Company's Common Stock.

Number of
Securities
Underlying Value of
Unexercised Unexercised
Options at In-the-Money
Fiscal Options at Fiscal
Year-End (#) Year-End ($)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise Value Realized Unexercisable Unexercisable
---- --------------- -------------- ------------- -----------------

Lawrence Fuccella....... 0 0 5,000/5,000 $2,500/$2,500
Steven M. Ross.......... 0 0 0/25,000 $0/$7,500
Lewis A. Stern.......... 0 0 0/100,000 $0/$0

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's directors and officers, and persons who own more than
ten percent of a registered class of the Company's equity securities, to file
with the Securities and Exchange Commission (the "SEC") initial reports of
ownership and reports of changes in ownership of the Company's Common Stock.
Directors, officers and greater than ten percent stockholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file. To the Company's knowledge, during the Company's fiscal year ended
December 31, 2000, all Section 16(a) filing requirements as well as all
American Stock Exchange filing requirements applicable to its directors,
officers and ten-percent stockholders have been satisfied. However, Richard
Hanscom, Lewis A. Stern, Steven M. Ross, and Sonita Jagan were late filing
Form 3's with respect to their election as executive officers of the Company,
Ernst Burri, J.B. Ellis and Henry Wheatley were late in filing form 4's with
respect to their acquisition of common stock under the Directors Remuneration
Plan, Steven M. Ross was late filing a Form 4 with respect to the stock
options granted to him and Cornelius B. Prior, Jr. was late in filing Form 4's
with respect to his acquisition of Common Stock in connection with the
Company's acquisition of Antilles Wireless Cable T.V. Co. (disclosed below),
two charitable gifts of Common Stock and nine purchases of Common Stock by him
as trustee of Katherine D. Prior Trust.

In making these statements, the Company has relied upon written
representations of its directors, officers and ten-percent stockholders and
copies of reports they have filed with the SEC.

Benefit Plans

Until December 30, 1997, Company employees were covered by the Atlantic
Tele-Network, Inc. Defined Benefit Plan for Salaried Employees; however, as of
the consummation on that date of the spin-off of Emerging Communications, Inc.
("ECI") with the U.S. Virgin Islands operation of the Company and its
subsidiaries, all obligations for that plan were assumed by ECI. Since
January, 1998, the Company has provided a Simplified Employee Pension Plan,
commonly know as SEP-IRA, for its employees. The plan provides for
contribution percentages of 0% to 15% of compensation, up to a maximum
contribution of $24,000 per participant. Any Company contributions made to the
SEP-IRA, with the same percentage of compensation contributed for each
employee, are subject to the limits noted above.

Compensation Committee Interlocks and Insider Participation

The members of the Company's Audit and Compensation Committee in 2000 were
J.B. Ellis, Chairman, and Ernst Burri. Henry Wheatley was added to the
Committee in March 2001. During or prior to 2000 none of these members was an
officer or employee of the Company, and none had any relationships requiring
disclosure under the Exchange Act. Moreover each of these members is
independent of the Company (as independence is defined in Section 121(A) of
the listing standards of the American Stock Exchange). In making these
statements, the Company has relied upon written representations of its
directors.

Audit and Compensation Committee Report on Executive Compensation

One of the functions of the Audit and Compensation Committee (the
"Committee") is to review the compensation of the senior management of the
Company. In March 2001, the Committee reviewed the compensation of the chief
executive officer and the other executive officers of the Company in the light
of the Committee members' own business experience, the chief executive
officer's assessment of the performance of the other executive officers and
the chief executive officer's recommendations as to compensation for each of
the officers. The Committee determined that no adjustment should be made in
the current compensation levels of the chief executive officer and agreed with
the chief executive officer's recommendation as to the compensation of the
other executive officers of the Company, and so recommended to the Board.

The Committee also administers the Company's 1998 Stock Option Plan. On
March 10, 2000, the Committee granted options on 100,000 shares of common
stock under this Stock Option Plan to Lewis A. Stern, the newly appointed
Vice-President--Finance and Chief Financial Officer of the Company, and on
December 8, 2000 the Committee granted options on 25,000 shares of common
stock to Steven M. Ross, Treasurer and Chief Accounting Officer.

The Committee considers that stock options under the 1998 Stock Option Plan
will be a useful long term incentive for key employees of the Company,
including executive officers. The number of shares for which options will be
granted to executive officers will be determined by the Committee based on
performance, potential and other subjective factors. However, no set criteria
will be used and other factors may influence the Committee's determination
with respect to the number of shares granted, such as the promotion of an
individual to a higher position, a desire to retain a valued executive or the
number of shares then available for grant under the Plan.

Another role of the Committee is to evaluate audit performance, handle
certain relations with the Company's independent accountants and evaluate
policies and procedures relating to internal accounting functions and
controls. The charter of the Committee as Audit Committee is attached as
Exhibit 1 to this Proxy Statement. This section of the report relates to the
activities taken by the Audit Committee in fulfilling such role.

The Committee oversees the Company's financial reporting process on behalf
of the Board of Directors. The Company's management has the primary
responsibility for the financial statements and reporting process, including
the Company's systems of internal controls. In fulfilling its oversight
responsibilities, the Committee reviewed with management the audited financial
statements included in the Annual Report on Form 10-K for the fiscal year
ended December 31, 2000. This review included a discussion of the quality and
the acceptability of the Company's financial reporting and controls.

The Committee also reviewed with the Company's independent accountants, who
are responsible for expressing an opinion on the conformity of the Company's
audited financial statements with generally accepted accounting principles,
their judgments as to the quality and the acceptability of the Company's
financial reporting and such other matters as are required to be discussed
with the Committee under generally accepted auditing standards including
Statement on Auditing Standards No. 61. In addition, the Committee discussed
with the independent accountants their independence from management and the
Company, including the matters in their written disclosures required by the
Independence Standards Board including Standard No. 1.

The Committee further discussed with the Company's Chief Accounting Officer
and independent accountants the overall scope and plans for their respective
audits. The Committee meets periodically with the Chief Financial Officer,
Chief Accounting Officer and independent accountants to discuss the results of
their examinations, their evaluations of the Company's internal controls, and
the overall quality of the Company's financial reporting.

In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors that the audited financial statements be
included in the Annual Report on Form 10-K for the fiscal year ended December
31, 2000 for filing with the Securities and Exchange Commission.

Audit and Compensation Committee:

James B. Ellis, Chairman

Ernst Burri, Member

Henry Wheatley, Member

Compensation of Directors

Directors who are not officers or employees of the Company (each an
"Eligible Director") are paid an annual retainer of $40,000 plus $3,000 for
each meeting of the Board of Directors they attend and $1,500 for each
telephonic meeting in which they participate. All Eligible Directors have the
option under a Director's Remuneration Plan adopted by the Board in 1999 of
receiving either 50% or 100% of their annual retainer in the form of Company
Common Stock on a deferred basis. For purposes of these elections, such stock
is valued at the mean between the high and low reported sales prices of such
stock in the last trading day in the month preceding the date of the election.
In addition, future Eligible Directors will be given a one time grant of 1,000
shares of Company Common Stock upon their initial election or appointment to
the Board which will vest (i) two years after such grant based on continuous
service on the Board, (ii) upon termination of service on the Board by reason
of death or permanent disability or (iii) upon a change of control, as defined
under the Directors' Remuneration Plan (the "Plan").

All Eligible Directors have elected to defer either 50% or 100% of their
unpaid annual retainer for 2000-2001 in the form of Company Common Stock under
the Plan.

Mr. Burri is also performing consulting services for the Company. He
received $4,000 for those services during 2000.

Acquisition of Antilles Wireless Cable T.V. Company

Effective March 31, 2000, Wireless World, LLC., a wholly owned subsidiary of
the Company, acquired the assets and business of Antilles Wireless Cable T.V.
Company (Antilles Wireless) for 242,424 shares of ATN common stock and $1.5
million in cash. Antilles Wireless held MMDS and LMDS licenses for the US
Virgin Islands and provided wireless cable T.V. services. The entire equity
interest in Antilles Wireless was held by Cornelius B. Prior, Jr. The terms of
the transaction were approved by a special committee of the Board of
Directors, consisting of Messrs. Burri, Ellis and Wheatley, which received an
opinion of Corporate Valuation Advisors, Inc. as to the fair market value of
the business enterprise and equity of Antilles Wireless and the advice from
independent counsel selected by the Committee.

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

Subject to approval by the stockholders, and on recommendation of the Board's
Audit and Compensation Committee, the Board of Directors has appointed Arthur
Andersen LLP as independent certified public accountants for the fiscal year
ended December 31, 2001. Arthur Andersen LLP audited the Company's accounts for
1998, 1999 and 2000.

Representatives from Arthur Andersen LLP will be present at the Annual
Meeting of Stockholders, will be given the opportunity to make a statement if
they so desire, and will be available to respond to any appropriate questions.

Audit Firm Fee Summary for the year ended December 31, 2000

Deloitte
Arthur &
Andersen Touche
LLP(/1/) LLP(/2/) Total
-------- -------- --------

Audit Fees......................................... $128,736 $51,470 $180,206
Financial Information Systems Design and
Implementation Fees............................... $ 0 $ 0 $ 0
All Other Fees..................................... $129,596 $ 4,500 $134,096
-------- ------- --------
Total Fees Paid.................................... $258,332 $55,970 $314,302

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(1) The principal auditor of Atlantic Tele-Network, Inc. and its subsidiaries.
(2) The audit firm for Guyana Telephone & Telegraph Company, Ltd. the
principal subsidiary of Atlantic Tele-Network, Inc.

The audit committee has considered whether the provision of non-audit
services by the company's principal auditor is compatible with maintaining
auditor independence and has concluded that it is.

PERFORMANCE GRAPH

On December 30, 1997, the Company was split into two separate public
companies. One, Emerging Communications, Inc. ("ECI"), contained all of the
Company's telephone operations in the U.S. Virgin Islands. The other, the
Company, continued all of the Company's operations in Guyana. In connection
with the transaction, the Company's Common Stock was reduced by 60% (in effect
a 1:2.5 reverse stock split).

The graph set forth below compares the cumulative total stockholder return on
the Company's Common Stock from December 31, 1995 through December 31, 2000
(and, where available, through March 31, 2001) with the cumulative total return
of the Standard and Poor's 500 Index, the NASDAQ Telecommunications Index and
the common stock of two peer groups of companies, the first peer group,
consisting of ALL-TEL Corporation, Broadwing, Inc. and Citizens Communications
Company ("The Old Peer Group"--the Peer Group used in last year's Proxy
Statement) and a second peer group consisting of Conestoga Enterprises, Inc.,
CT Communications, Inc., D&E Communications, Inc., Hector Communications Corp.,
Hickory Tech Corp., MPOWER Communications Corp. North Pittsburgh Sys, Inc.,
Ntelos, Inc. and Teligent, Inc. ("The New Peer Group"--the businesses of which,
the Company believes, are more comparable to the Company). The comparative data
assumes $100.00 was invested on December 31, 1995 in the Common Stock and in
each of the indices referred to above and assumes that dividends, if any, were
reinvested. Additionally, it assumes that the shares of ECI, issued in
connection with the Company's split off on December 30, 1997, were sold at the
close of the first day of trading of ECI and reinvested in the Company's Common
Stock.

Comparison of 5 year Cumulative Total Return*
Among Atlantic Tele-Network, Inc., The S&P 500 Index,
The NASDAQ Telecommunications Index,
A New Peer Group and an Old Peer Group

[LINE GRAPH]

Atlantic NASDAQ
Tele- Tele- New Peer Old Peer
Network, Inc. S&P 500 communications Group Index Group Index

12/95 100 100 100 100 100

12/96 141.04 122.96 102.3 98.21 125.99

12/97 100.58 163.98 149.32 95.98 149.34

12/98 85.12 210.84 247.13 94.58 203.03

12/99 91.26 255.22 440.92 183.92 272.98

12/00 108.03 231.98 187.79 81.79 206.01

Mar-2001 178.76 204.48 166.06 67.25 176.97

OTHER MATTERS

While management knows of no other issues, if any other matters properly
come before the meeting, it is the intention of the persons named in the
accompanying proxy to vote the proxy in accordance with their judgment on such
matters.

STOCKHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

All suggestions from stockholders are given careful attention. Proposals
intended for consideration at next year's Annual Meeting of Stockholders
should be sent to the Company's Secretary at 19 Estate Thomas, Havensight,
P.O. Box 12030, St. Thomas, U.S. Virgin Islands 00801 and must be received by
December 29, 2001. Such proposals may be included in next year's proxy
materials if they comply with certain rules and regulations promulgated by the
SEC.

By Order of the Board of Directors

Cornelius B. Prior, Jr.
Secretary

April 27, 2001

SCHEDULE 1

ATLANTIC TELE-NETWORK, INC. AUDIT COMMITTEE CHARTER

The Board of Directors of Atlantic Tele-Network, Inc. (the "Company") has
established an Audit Committee (the "Committee") with general responsibility
and specific duties as described below.

Composition:

The Committee shall be comprised of not less than three Directors who shall
meet the requirements of the American Stock Exchange. Committee members shall
be appointed by the Board of Directors.

Responsibility:

The Committee's responsibility is to assist the Board of Directors in
fulfilling its fiduciary responsibilities as to accounting policies, internal
control and reporting practices of the Company. The Committee is empowered to
retain persons having special competence as necessary to assist the Committee
in fulfilling its responsibility. While the Committee has the responsibilities
and powers set forth in this Charter, it is not the duty of the Committee to
plan or conduct audits or to determine that the Company's financial statements
are complete and accurate and are in accordance with generally accepted
accounting principles. This is the responsibility of Management and/or the
Independent Accountant. The Independent Accountant is ultimately accountable
to the Board of Directors and the Committee.

Attendance:

All members of the Committee should endeavor to be present, in person or by
telephone, at all meetings; however, two Committee members shall constitute a
quorum. As necessary, the Chairperson may request members of Management and
representatives of the Independent Accountant to be present at meetings.

Minutes of Meetings:

Minutes of each meeting shall be prepared and sent to Committee members and
to Company Directors who are not members of the Committee.

Specific Duties:

The Committee is to:

1. Review with the Company's Management, its Internal Auditors and the
Independent Accountant, the Company's policies and procedures, as
appropriate, to reasonably assess the adequacy of internal controls,
the adequacy of the Company's accounting policies, systems and
procedures, and the adequacy of the Company's financial reporting.

2. Review the Committee's Charter annually, and update as appropriate.

3. Recommend to the Board of Directors the Independent Accountant to be
selected for the Company (subject to ratification by the stockholders
if the Board of Directors so determines), evaluate the Independent
Accountant, approve the compensation of the Independent Accountant, and
review and approve any discharge of the Independent Accountant.

4. Receive periodic written statements from the Independent Accountant
regarding its independence and delineating all relationships between it
and the Company, discuss such reports with the Independent Accountant,
and, if so determined by the Committee, recommend that the Board take
appropriate action.

5. Become familiar with the internal controls, accounting and reporting
principles and practices applied by the Company in exercising its
control, accounting and reporting functions.

6. Review reports to management prepared by the Internal Auditors and
management's responses thereto.

7. Review, prior to the annual audit, the scope and general extent of the
Independent Accountant's audit examinations.

8. Review with Management and the Independent Accountant, upon completion
of their audit, financial results for the year prior to their release
to the public. Discuss with the Independent Accountant the matters
required to be discussed by the Statement on Auditing Standards No. 61
relating to the conduct of the year-end audit.

9. Discuss with the Independent Accountant the quality of the Company's
financial accounting personnel, and any relevant recommendations that
the Independent Accountant may have.

10. Report Committee actions to the Board of Directors with such
recommendations as the Committee may deem appropriate.

11. Prepare the report required by the rules of the Securities and Exchange
Commission to be included in the Company's annual proxy statement.

12. Perform such other functions as may be required by law, the Company's
Certificate of Incorporation or By-Laws of the Board or as may be
assigned to the Committee, with its concurrence, by the Board.

ATLANTIC TELE-NETWORK, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 30, 2001

The undersigned hereby appoints Cornelius B. Prior, Jr. and Lewis A. Stern,
and each of them as Proxies, with full power of substitution, and hereby
authorizes them to represent and to vote, as directed below, all shares of
Common Stock of Atlantic Tele-Network, Inc. held of record by the undersigned on
April 20, 2001, at the Annual Meeting of Stockholders to be held on May 30, 2001
or any adjournments thereof, according to the number of votes the undersigned
would be entitled to vote if personally present, on the election of Directors
and the proposal to ratify the selection of independent auditors as set forth
below and in accordance with their discretion on any other matters that may
properly come before the meeting or any adjournments thereof. The undersigned
hereby acknowledges receipt of the Notice and Proxy Statement, dated April 27,
2001, and the Annual Report to Stockholders for 2000.

(Continued on reverse side)

ATLANTIC TELE-NETWORK, INC. P.O. BOX 11085
NEW YORK, N.Y. 10203-0085

[ ]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS:

Item 1. ELECTION OF FOR all nominees [X] WITHHOLD AUTHORITY to vote [X] EXCEPTIONS* (as marked [X]
DIRECTORS. listed below for all nominees listed below to the contrary below)

Ernst A. Burri, James B. Ellis, Cornelius B. Prior, Jr. and Henry Wheatley

INSTRUCTION: To withhold authority to vote for any individual nominee mark the
"Exceptions" box and write that nominee's name on the space provided below.

*EXCEPTIONS___________________________________________________________________

Item 2. PROPOSAL TO RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP AS INDEPENDENT
AUDITORS FOR FISCAL YEAR ENDING DECEMBER 31, 2001.

FOR AGAINST ABSTAIN
[X] [X] [X]

THE SHARES COVERED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION
IS MADE, THE PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.

Change of Address and/or Comments Mark Here [ ]

Please sign exactly as your name appears on this Proxy. If acting as executor,
as administrator, trustee, guardian, etc., you should so indicate when signing.
If a corporation, please sign in the full corporate name, by duly authorized
officer. If a partnership, please sign the full partnership name by authorized
person. If shares are held jointly, each stockholder named should sign.

Dated: _________________________________________, 2001

______________________________________________________
Signature

Votes MUST be indicated [X]
(x) in Black or Blue ink.

PLEASE FILL IN, DATE, SIGN AND RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE.
NO POSTAGE IS REQUIRED IF RETURNED IN THE ACCOMPANYING ENVELOPE AND MAILED IN
THE UNITED STATES.