AMERICAN AIRCARRIERS SUPPORT INC, S-3, 1999-11-22

AMERICAN AIRCARRIERS SUPPORT INC
S-3, 1999-11-22
INDUSTRIAL MACHINERY & EQUIPMENT

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<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 1999.
REGISTRATION NO. 333- .

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------------------

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------

AMERICAN AIRCARRIERS SUPPORT, INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

52-2081515
(I.R.S. Employer Identification No.)

587 GREENWAY INDUSTRIAL DRIVE, LAKEMONT BUSINESS PARK
FORT MILL, SOUTH CAROLINA 29715
Telephone: (803) 548-2160
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

Karl F. Brown
587 GREENWAY INDUSTRIAL DRIVE, LAKEMONT BUSINESS PARK
FORT MILL, SOUTH CAROLINA 29715
Telephone: (803) 548-2160
(Name, address, including zip code, and telephone number, including
area code, of agent for service)

Copies to:
Robert W. Walter, Esq.
Stacey L. Bowers, Esq.
Berliner Zisser Walter & Gallegos, P.C.
Suite 4700, 1700 Lincoln Street
Denver, Colorado 80203

Telephone: (303) 830-1700
Approximate date of commencement of proposed sale to public:
As soon as practicable after the Registration Statement becomes effective.

IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED PURSUANT
TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. [ ]

IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. [X]

IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING PURSUANT
TO RULE 462(b) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING BOX AND LIST
THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING. [ ]

IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(c) UNDER
THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING. [ ]

IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. [ ]

CALCULATION OF REGISTRATION FEE
=============================================================================================================================
Amount to be PROPOSED MAXIMUM AGGREGATE Amount of
Title of each class of securities to be registered registered OFFERING PRICE(1) registration fee
- -----------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C>
Common Stock.............................................. 645,000 $ 5,120,010 $ 1,423.36
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).

-------------------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

<PAGE> 2

THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SEEKING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED NOVEMBER 22, 1999

645,000 SHARES

[AMERICAN AIRCARRIERS SUPPORT INCORPORATED LOGO]

COMMON STOCK

------------------------

This is an offering made by the stockholders of 625,000 shares of common
stock of American Aircarriers Support, Inc. which were issued in connection with
the purchase of the assets of American Jet Engine Services, Inc. and 20,000
shares of common stock which are issuable upon exercise of outstanding options
held by an advisor. We will receive the $6.00 per share exercise price of the
options when they are exercised, but we will not receive any of the proceeds
from the sale of the 645,000 shares by the advisor or the stockholders of AMJET.
We have agreed to pay the expenses of registering the shares, estimated at
$20,000.

The selling stockholders have advised us that they intend to sell the
shares as principals for their own accounts from time to time in the
over-the-counter market or in negotiated transactions or a combination of those
methods of sale. Sales may be made at fixed prices which may be changed, at
market prices prevailing at the time of sale or at negotiated prices. The
registration statement of which this prospectus forms a part must be current at
the time of sale. See "Plan of Distribution."

On November 19, 1999, the closing price of our common stock was $7.6875 per
share. Our common stock is traded on the Nasdaq National Market under the symbol
"AIRS."

------------------

INVESTING IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 4.

------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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PROSPECTUS DATED NOVEMBER ___, 1999.

<PAGE> 3

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TABLE OF CONTENTS

PAGE
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<S> <C>
Prospectus Summary................................................................................................1
Risk Factors......................................................................................................4
Important Factors Related to Forward-Looking Statements and Associated Risks.....................................11
Use of Proceeds..................................................................................................12
Selling Stockholders.............................................................................................12
Plan of Distribution.............................................................................................12
Legal Matters....................................................................................................13
Experts..........................................................................................................13
Additional Information...........................................................................................13
Incorporation of Certain Documents By Reference..................................................................13
</TABLE>

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<PAGE> 4

PROSPECTUS SUMMARY

This summary highlights information about our business and doesn't
contain all of the information that you should consider before investing in the
common stock. The other information is important, so you should read the entire
prospectus carefully, including the "Risk Factors" section, and you should also
read the documents on file with the SEC which are incorporated into this
prospectus by reference, including our most recent Form 10-KSB and Forms 10-QSB.

American Aircarriers Support, Incorporated is an international supplier
of aviation services, which includes the sale of aircraft components and spare
parts, maintenance, repair and overhaul services, and engine management
services. Our customers include major commercial passenger and cargo airlines,
other maintenance and repair facilities and other redistributors located
throughout the world. Until the fourth quarter of 1998, substantially all of our
revenues were derived from the sale of the following products:

o complete Pratt & Whitney JT8 series engines and, to a lesser extent,
General Electric CFM56 engines;

o engine components and spare parts primarily for these two types of
engines; and

o airframe components and spare parts primarily for Boeing,
McDonnell-Douglas and Airbus aircraft.

In the last quarter of 1998, we began to implement an acquisition strategy
aimed primarily at expanding our redistribution sales capabilities by acquiring
complementary business, including businesses providing engine management
services, maintenance, repair and overhaul services or manufacturing
capabilities. Our goal is to become a full service "one stop" supplier of
products and services for customers. Since October 14, 1998 to the date of this
prospectus, we have used four newly formed subsidiaries to acquire substantially
all of the assets of the following businesses which we refer to as the acquired
companies:

o Global Turbine Services, Inc and its affiliate Turbine Inspections,
Incorporated, an engine management service;

o Condor Flight Spares, Inc., a redistributor of landing gear parts and
now an FAA certified landing gear maintenance, repair and overhaul
facility specializing in landing gears;

o American Jet Engine Services, Inc., an FAA certified maintenance,
repair and overhaul facility specializing in jet engines, together with
Global Air Spares, Inc. and Atlantic Airmotive Corporation, both Amjet
affiliates engaged in jet engine and engine parts redistribution; and

o Complete Controls, Inc., an FAA certified maintenance, repair and
overhaul facility specializing in flight control surfaces such as
flaps, slats and rudders.

As a result of these transactions, we have expanded our service base and we
now offer:

o FAA-certified engine maintenance and repair;

o FAA-certified landing gear maintenance and repair;

o FAA-certified flight control surface maintenance and repair; and

o engine management services.

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<PAGE> 5

We have continued or expanded the operations of the acquired companies in
the locations in which they were previously operating. Amjet, GASI and AAC now
operate as AAS-Amjet.; Condor now operates as AAS Landing Gear Services; GTI and
TII operate as AAS Engine Services and CCI now operates as AAS Complete
Controls. References in this prospectus to "AAS" include AAS and the acquired
companies. The principal executive office of AAS is 587 Greenway Industrial
Drive, Lakemont Business Park, Fort Mill, South Carolina 29715. The phone number
of the executive office is (803) 548-2160.

THE OFFERING

<S> <C>
Common Stock offered by selling stockholders................ 645,000 shares

Common Stock outstanding at November 22, 1999............... 7,190,104 shares, including 625,000 of the
shares being offered by selling stockholders

Use of proceeds............................................. All of the shares of common stock are being
offered by the selling stockholders, so we
will not receive any proceeds from sale of
the shares. We will add any funds we
receive from exercise of the options by the
advisor to working capital.

Nasdaq National Market(R) symbol.............................. AIRS
</TABLE>

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<PAGE> 6

SUMMARY FINANCIAL DATA

The following consolidated selected financial data for the years ended
December 31, 1998 and 1997 and the unaudited financial data for the nine-month
period ended September 30, 1999 and 1998 summarizes information in the
consolidated financial statements and related notes appearing in our Report on
Form 10-KSB for the year ended December 31, 1998 and Report on Form 10-QSB for
the period ended September 30, 1999, and the information in the "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
those reports. You cannot assume that the results of operations below indicate
results of operations that we will achieve in the future.

NINE MONTHS
FOR THE YEAR ENDED DECEMBER 31, ENDED SEPTEMBER 30,
------------ ------------- ------------------------------
1998 1997 1999 1998
------------ ------------- ------------ ------------
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<S> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS OF OPERATIONS DATA:
Net revenues .......................................... $ 26,281 $ 13,250 $ 47,038 $ 15,441
Cost of sales and service ............................. 15,995 7,946 30,018 8,718
------------ ------------ ------------ ------------
Gross profit .......................................... 10,286 5,304 17,020 6,723
------------ ------------ ------------ ------------
Selling and marketing ................................. 1,671 703 3,330 992
General and administrative ............................ 1,666 564 4,099 732
------------ ------------ ------------ ------------
Total expenses ........................................ 3,337 1,267 7,429 1,724
------------ ------------ ------------ ------------
Operating income ...................................... 6,949 4,037 9,591 4,999
Other income (expense) ................................ (184) 36 (2,037) (110)
Deferred financing fees ............................... -- -- (99) --
------------ ------------ ------------ ------------
Net income before income taxes ........................ 6,765 4,073 7,455 4,889
Provision for taxes ................................... 1,813 -- 2,911 1,183
------------ ------------ ------------ ------------
Net income ............................................ 4,952 4,073 4,544 3,706
============ ============ ============ ============

PRO FORMA DATA: (1)
Income before taxes as reported ....................... 6,765 4,073 -- 4,889
Pro forma income tax expense .......................... 2,571 1,629 -- 1,956
------------ ------------ ------------ ------------
Pro forma net income .................................. 4,194 2,444 -- 2,933
============ ============ ============ ============

Earnings per share and pro forma earnings
per share outstanding (basic) ...................... $ 0.76 $ 0.60 $ 0.63 $ 0.58
============ ============ ============ ============
Earnings per share and pro forma earnings
per share outstanding (diluted) .................... $ 0.76 $ 0.60 $ 0.62 $ 0.58
============ ============ ============ ============
Weighted average shares outstanding and pro forma
weighted average shares outstanding (basic) ........ 5,512 4,100 7,190 5,087
Weighted average shares outstanding and pro forma
weighted average shares outstanding (diluted) ...... 5,517 4,100 7,333 5,087
</TABLE>

FOR THE YEAR ENDED DECEMBER 31, SEPTEMBER 30,
1998 1997 1999
--------------- --------------- ---------------
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<S> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Working capital ............................. $ 19,743 $ 4,198 $ 2,825
Inventory ................................... 22,220 5,625 47,886
Receivables ................................. 4,627 1,972 9,565
Total assets ................................ 44,178 9,049 87,957
Total liabilities ........................... 20,702 4,180 59,937
Stockholders' equity ........................ 23,476 4,869 28,020
</TABLE>

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(1) We terminated our S Corporation election in May 1999. The pro forma data
assumes that we were a C Corporation and were required to pay federal and
state income taxes at an effective tax rate of 40%.

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<PAGE> 7

RISK FACTORS

You should carefully consider the following risk factors and all of the
other information in this prospectus or incorporated into this prospectus before
deciding to invest in our common stock. IF any of the events described in the
following risks or elsewhere in this prospectus actually occur, our business,
financial condition and operating results could be materially adversely affected
and cause the price of our common stock to be highly volatile.

DECREASED DEMAND FOR AIR TRAVEL AND INCREASES IN FUEL PRICES COULD AFFECT OUR
BUSINESS.

Our customers include major commercial passenger and cargo airlines,
other maintenance and repair facilities and other redistributors located
throughout the world. Adverse economic factors in the airline industry, such as
decreased demand for air travel, tend to cause downward pressure on prices for
aircraft components and spare parts and result in increased credit risks. The
price of aviation fuel also affects our business. Older aircraft, which account
for most of our aircraft components and spare parts and maintenance and repair
business, consume more fuel than newer, more fuel efficient aircraft. When the
price of fuel increases, the economics of purchasing newer aircraft may outweigh
the demand for older aircraft. A decrease in older aircraft usage may decrease
the demand for our aircraft components and spare parts and our services. A
decrease in demand could affect our ability to maintain profitability.

NEW REGULATIONS ON OLDER AIRCRAFT MAY DIMINISH SALES OF COMPONENTS AND SPARE
PARTS FOR OLDER AIRCRAFT AND WE HAVE HISTORICALLY RELIED ON THOSE SALES FOR A
SIGNIFICANT PORTION OF OUR REVENUES.

Before merging the acquired companies into our operations, our
principal business was the sale of aircraft components and spare parts for
Boeing 737 aircraft and the Pratt & Whitney JT8 engine series. The 737 has been
in production since the early 1960s and the JT8 engine is one of the most widely
used engine in commercial aviation. The Federal Aviation Agency has promulgated
regulations governing noise emission standards for older aircraft and
implemented an Aging Aircraft Program Plan. Older aircraft must install
hush-kits to meet noise emission standards or be phased out of operation in the
United States by December 31, 1999 and in the European Union by April 1, 2002.
The Aging Aircraft Program requires aircraft operators to make structural
modifications for airframe fatigue and to implement corrosion prevention and
control programs. Although those regulations further increase the costs of
maintaining older aircraft, we believe that the cost of acquiring new
replacement aircraft is substantially greater than the cost of updating older
aircraft to comply with these requirements. However, if these regulations or
other regulations enacted in the future lead to a significant decline in the use
of 737 aircraft or JT8 engines by aircraft operators, our revenues from the
sales of aircraft components and spare parts would decrease.

ANY SIGNIFICANT INCREASE IN THE AVAILABILITY OF AIRCRAFT COMPONENTS AND SPARE
PARTS IN THE MARKETPLACE COULD AFFECT THE SALES AND PRICES OF OUR AIRCRAFT
COMPONENTS AND SPARE PARTS.

Some aircraft components and spare parts of older aircraft can be used
on newer aircraft. If a significant number of older aircraft are taken out of
service and disassembled, the availability of those interchangeable aircraft
components and spare parts could cause us to reduce the prices of aircraft
components and spare parts in our inventory. Aircraft manufacturers may also
develop new parts to be used interchangeably with parts in our inventory, which
could also cause us to reduce the prices of

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<PAGE> 8

our inventory. Any significant price reductions would affect our revenues and
profit margins.

OUR FAILURE TO PURCHASE INVENTORY AT ACCEPTABLE PRICES OR TO SUCCESSFULLY
IDENTIFY CUSTOMER DEMAND COULD FORCE US TO SELL EXCESS INVENTORY AT DISCOUNTED
PRICES.

We purchase engines and aircraft components and spare parts inventory
from third parties. The availability of inventory is often the determining
factor in sales of aircraft components and spare parts. Our success will depend
upon our identification of potential sources of inventory, including bulk
purchases and purchases of entire aircraft for disassembly, and effecting timely
purchases at acceptable terms and prices. We must also anticipate customer
demand for the various types of engines, engine components, and aircraft
components and spare parts. If we are unable to purchase engines or components
and spare parts inventory, or we are unable to make purchases at reasonable
prices, our sales may be depressed. If we cannot accurately predict our
customers' needs, we might have to take write-downs associated with excess
inventory.

OUR FINANCIAL RESULTS MAY BE AFFECTED BY THE EXPANSION OF THE TYPES OF INVENTORY
WE CARRY.

We have historically purchased and sold aircraft components and spare
parts for Boeing 737 aircraft, a narrow-body aircraft, and the Pratt & Whitney
JT8 engine series. We are entering the wide-body aircraft market by adding to
our inventory aircraft components and spare parts for the Boeing 767 and the
McDonnell-Douglas DC-10 and engines used to power wide-body aircraft, including
the General Electric CF6, the Pratt & Whitney JT9 and PW4000 engine series. We
have also acquired inventory from each of the acquired companies. Our experience
in managing our existing engine and aircraft components and spare parts
inventory may not sufficiently enable us to effectively manage inventories for
additional aircraft and engine types. We may also misjudge market prices or
demand for our new inventories. If we are unable to manage our new inventories
effectively, we could be forced to liquidate our excess inventories at
discounted prices that would negatively affect our sales and margins.

THE AVIATION INDUSTRY IS HIGHLY REGULATED AND NONCOMPLIANCE WITH REGULATIONS FOR
ANY REASON COULD BE DETRIMENTAL TO OUR BUSINESS.

The aviation industry is highly regulated in the United States by the
FAA and in other countries by similar regulatory agencies. Specific regulations
vary from country to country, but are generally designed to ensure that all
aircraft and aircraft equipment are continuously maintained in proper condition
to ensure safe operation of aircraft and to address environmental concerns. Our
aircraft components and spare parts business is not directly regulated by these
agencies, but customers who use our aircraft components and spare parts and the
facilities that perform maintenance, repair and overhaul, including our own
repair facilities, are extensively regulated.

Before aircraft components and spare parts may be installed in an
aircraft, they must:

o meet standards of condition established by the appropriate
regulatory agencies;

o be traceable to sources deemed acceptable by regulatory agencies;
and

o be accompanied by documentation which enables the customer to
comply with the regulatory requirements applicable to them.

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Any of the aircraft components and spare parts in our inventory which
do not comply with these conditions must be scrapped or modified.

Regulations also dictate the monitoring, inspection, maintenance and
repair procedures and schedules for the various types of aircraft, engines and
aircraft components and spare parts we sell. In addition, regulations require
that repair procedures be performed only by licensed repair facilities utilizing
licensed technicians. AAS-Amjet, AAS Landing Gears and AAS Complete Controls,
our newly acquired repair operations, are certified by the FAA and, in some
cases, by original equipment manufacturers, and must maintain their
certification to perform maintenance, repair and overhaul services. Personnel at
repair facilities must also be certified or licensed by the FAA to perform
maintenance, repair and overhaul services. Certified repair operations are
periodically inspected and must comply with all regulations to maintain
certification. Any failure to maintain certification of our repair facilities
would adversely impact the results of our operations.

In the future, regulatory agencies could adopt new regulations, which
could be more stringent than those now existing. These new regulations could
have negative effects on our business, financial condition or results of
operations.

WE USE THIRD PARTY REPAIR AND OVERHAUL SERVICES OVER WHICH WE HAVE NO CONTROL.

In addition to our own repair operations, we use third-party licensed
repair facilities to perform necessary repair and overhaul services. We have no
direct control over the quality of repair services performed by these
third-party repair facilities. It is possible that airframe or engine components
and spare parts could be designated as airworthy by a repair facility, be sold
by us and placed on an aircraft, and subsequently be determined to be unsafe, in
need of further repair or defective. If that occurred, the FAA could take
action, including the grounding of the aircraft. In addition, the customer could
demand a replacement component or spare part. Any quality control issue could
damage our reputation in the industry and adversely affect our business
operations.

THE LIMITED NUMBER OF AVAILABLE LICENSED REPAIR FACILITIES COULD NEGATIVELY
IMPACT OUR BUSINESS AND SALES.

There are a limited number of licensed repair facilities and this has,
on occasion, resulted in long turnaround times for the repair and overhaul of
engines and aircraft components and spare parts. The FAA's increased scrutiny of
third-party repair facilities could result in fewer FAA-licensed repair
facilities which could lead to longer turnaround times in the future. Longer
turnaround times affect our customer relations and could result in decreased
sales of our products.

THE LOSS OF SENIOR MANAGEMENT OR OTHER KEY PERSONNEL WITH EXPERIENCE IN THE
AVIATION SERVICES INDUSTRY OR OUR FAILURE TO ATTRACT AND RETAIN OTHER PERSONNEL
COULD HARM OUR BUSINESS.

We believe our continued success will depend to a significant degree
upon the services of our senior management team, including the management of
each of the acquired companies. Our ability to operate our business successfully
could be jeopardized if we lose the services of any of the members of our senior
management team and we were unable to find and hire a capable successor. We also
significantly depend upon retaining the services of the key personnel and
licensed technicians in each of the acquired companies. Intense competition in
the airline licensed repair

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<PAGE> 10

business may make it more difficult to hire or retain qualified licensed
personnel which we must have to maintain our FAA licenses for our repair
facilities.

OUR OPERATING RESULTS MAY FLUCTUATE AND THE VALUE OF YOUR INVESTMENT MAY BE
ADVERSELY AFFECTED.

Our operating results may fluctuate significantly from
quarter-to-quarter due to many factors, some of which are out of our control.
Factors which could affect operating results in any quarter include:

o the timing and size of orders and the payment of orders,
particularly from significant customers;

o the timing and type of inventory purchases, such as bulk
purchases or purchases of aircraft for disassembly; and

o the mix of our inventory.

We don't obtain long-term commitments from our customers so we have to
anticipate future orders, adjust our inventory and estimate our revenues based
on our customers' historic purchasing patterns and on discussions with them as
to their future requirements. If our operating results are below the
expectations of public market analysts or investors, the price of our common
stock could decline.

WE FACE FINANCIAL RISKS ASSOCIATED WITH OUR GROWTH BY ACQUISITION STRATEGY THAT
COULD AFFECT OUR PROFITABILITY, WORKING CAPITAL OR OPERATING RESULTS OR COULD
DILUTE STOCKHOLDERS' EQUITY.

We intend to continue to pursue acquisitions of additional repair
facilities, aircraft components and spare parts redistributors and small
manufacturers of aviation products as part of our growth strategy. Some of the
financial risks associated with acquisitions are that:

o we may be unable to acquire suitable complementary companies at
reasonable prices;

o the costs of acquisitions, including the amortization of goodwill
and other intangible assets, could negatively impact our
operating results and profitability;

o if we use our common stock as part of the acquisition price, the
acquisition may be dilutive to our stockholders and the issuance
of additional common stock may cause the market price of our
common stock to decline;

o if we use cash funds as part of the acquisition price, the funds
available for working capital and other business opportunities
are decreased; and

o if we borrow additional funds to use as part of the acquisition
price, our financial condition may be viewed less favorably.

Any of these risks could negatively impact our profitability, working capital
and operating results.

WE MAY BE UNABLE TO SUCCESSFULLY INTEGRATE OUR CURRENT AND FUTURE ACQUIRED
COMPANIES WHICH COULD MATERIALLY AFFECT OUR OPERATIONS.

We will have to expend substantial managerial, operating, financial and
other resources to integrate each acquired company into our currently existing
operations. Our success will depend on

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<PAGE> 11

our ability to integrate the operations and services of our acquired companies
and to retain the personnel, including key employees, of our acquired companies.
If the historical operations, revenue and earnings levels of our acquired
companies cannot be sustained or improved, our results of operations could be
negatively affected. In addition, if we have to fund working capital
requirements of our acquired companies, working capital available for our
currently existing operations would decrease. In addition, if we are unable to
successfully integrate our acquired companies, we may experience operating
inefficiencies, which could reduce our profitability.

WE MAY INCUR ADDITIONAL COMPLIANCE AND REGULATORY CONCERNS WITH REGARD TO OUR
REPAIR FACILITY ACQUISITIONS.

Since the completion of our public offering in May 1998, we have
acquired three FAA licensed maintenance, repair and overhaul facilities.
Acquisitions of FAA-licensed facilities require us to:

o maintain FAA licensing to conduct operations;

o assume additional liability associated with incorrect or
inadequate repairs; and

o comply with more extensive governmental regulations.

All of these requirements increase our operating costs which could
reduce profitability.

OUR STRATEGY TO GROW BY INCREASING OUR LEASING BUSINESS MAY NOT BE SUCCESSFUL
WHICH COULD BE DETRIMENTAL TO OUR OPERATIONS.

One of our growth strategies is to increase market share by leasing to
third parties aircraft components and spare parts, as well as complete aircraft
and engines. Aircraft components and spare parts leases are typically used by
smaller passenger or cargo carriers to reduce capital expenditures, and leasing
to smaller carriers could increase the risk of financial default by the lessee.
The success of our leasing operation depends on:

o the return at the end of the lease term of the leased components
and spare parts, aircraft or engines in marketable condition;

o the continued re-lease of components and spare parts, aircraft
and engines on favorable terms on a timely basis;

o our ability, at the end of the lease term, to sell the components
and spare parts, aircraft or engines at favorable prices, or to
realize sufficient value from components and spare parts obtained
from the disassembly of aircraft or engines;

o the collection of lease payments when due; and

o the repossession of our components and spare parts, aircraft or
engines if the lessee defaults in payments.

Numerous other factors, many of which are beyond our control, may make
it more difficult to re-lease, sell or disassemble aircraft or engines. These
factors include:

o general market conditions;

o regulatory changes (particularly those imposing environmental or
maintenance requirements on the operation of aircraft and
engines);

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<PAGE> 12

o changes in the supply and cost of aircraft or engines; and

o technological developments.

The occurrence of any of these factors could be detrimental to our
leasing operations. If our leasing business is unsuccessful, our revenues may be
impacted.

WE DEPEND UPON FINANCING TRANSACTIONS TO IMPLEMENT OUR GROWTH STRATEGIES AND WE
MAY BE UNABLE TO OBTAIN FUTURE FINANCING.

We have financed our operations through a combination of equity and
debt financing transactions. We completed our initial public offering of common
stock in May 1998 and as of September 30, 1999, we had borrowed $48.6 million
from our line of credit and were eligible to make additional borrowings,
depending on our eligible borrowing base, which includes the liquidation value
of our inventory and substantially all of our receivables. Our credit facility
is secured by substantially all of our assets. The funds from these financing
transaction have been used primarily to purchase the assets of the acquired
companies and to finance our growth.

Our ability to enter into future financing transactions depends on our
future operating performance, which may be affected by economic, financial,
competitive and other factors beyond our control, as discussed in other risk
factors in this section. Using a substantial portion of our cash flow from
operations to make our principal and interest payments reduces the funds
available for our operations and for other business opportunities. As a result,
we may be required to obtain additional financing to support our growth. If we
are not able to obtain financing to support our growth or to obtain financing on
terms favorable to us, the market price of our common stock could decline and
your investment may be adversely effected.

OUR LENDERS IMPOSE RESTRICTIONS ON US WHICH COULD LIMIT OUR FLEXIBILITY IN
MAKING BUSINESS DECISIONS.

Our credit agreement imposes restrictions on our ability to incur
additional debt and requires us to maintain specific financial ratios. These
restrictions could limit our ability to pay dividends, prepay our indebtedness,
sell our assets or engage in mergers and acquisitions. In addition, our lender
could declare an event of default if we don't comply with all of our
restrictions and covenants. Any event of default, if not cured or waived, could
allow our lender to demand immediate payment which would adversely impact our
business and operations.

A PORTION OF OUR REVENUE IS DERIVED FROM SALES TO INTERNATIONAL CUSTOMERS AND AS
A RESULT WE FACE ADDITIONAL FINANCIAL AND REGULATORY RISKS.

Sales to international customers accounted for approximately 23% of our
net sales in the 1998 fiscal year and we expect that international sales will
continue to represent a material portion of our net sales in future periods.
International sales have inherent risks, including:

o variations in local economies;

o fluctuating exchange rates if our international sales were to be
denominated in a currency other than U.S. dollars in future
periods;

o greater difficulty in accounts receivable collection;

-9-

<PAGE> 13

o changes in tariffs and other trade barriers;

o adverse foreign tax consequences; and

o burdens of complying with a variety of foreign laws, particularly
aviation related laws.

Any of these factors could reduce our sales and profitability and
adversely affect our business.

IF WE WERE REQUIRED TO DEFEND OR WERE FOUND LIABLE UNDER ANY SIGNIFICANT PRODUCT
LIABILITY CLAIM, OUR FINANCIAL CONDITION WOULD BE ADVERSELY IMPACTED AND OUR
REPUTATION WOULD BE DAMAGED.

Our business exposes us to possible claims for personal injury and
death and we could be named as a defendant in a lawsuit if a component or spare
part sold, repaired or leased by us failed in an aircraft which had a
catastrophic accident. No lawsuit has ever been filed against us based upon a
product liability theory and we currently maintain product liability insurance
in an amount we believe is adequate to cover significant claims. In the future,
we may be unable to obtain product liability insurance coverage or it may only
be available at an unacceptable cost. Our financial condition and results of
operations could decline if we were required to defend or were found liable
under a product liability claim and we had no insurance or indemnification or
our insurance was insufficient to cover the claim. Any claim against us could
harm our reputation in the aircraft components and spare parts industry which,
in turn, could result in less sales and revenues.

WE MAY BE UNABLE TO COMPETE SUCCESSFULLY WITH OUR COMPETITORS AND THE VALUE OF
YOUR INVESTMENT MAY DECLINE AS A RESULT.

The international aircraft components and spare parts redistribution
market is highly competitive. The principal companies with which we compete are
all significantly larger and many have greater financial and marketing resources
than we do. We also compete with smaller regional niche competitors.
Computer-generated inventory catalogues also give customers access to a broad
array of suppliers, including aircraft manufacturers, airlines and aircraft
services companies. As a result of the intense competition, we may be unable to
successfully compete and our prices for aircraft components and spare parts may
be depressed. Our goal is to distinguish ourselves from our competitors by
becoming a full service supplier capable of providing "one stop shopping" for
supply, maintenance, repair and overhaul of aircraft components and spare parts.
We cannot assure you that we will be able to distinguish ourselves from our
competitors or compete successfully in this market.

ALMOST ALL OF OUR OUTSTANDING SHARES OF COMMON STOCK ARE ELIGIBLE FOR SALE INTO
THE OPEN MARKET AND SIGNIFICANT SALES OF THESE SHARES COULD CAUSE THE MARKET
PRICE OF OUR STOCK TO FALL.

We have 4,940,104 shares of restricted common stock currently
outstanding. Some of these shares may have restrictions on resale, such as the
volume limits for affiliates under Rule 144, or contractual restrictions on
resale, but these restrictions can cease or the shares could be registered for
sale. Sales of a significant number of restricted shares of common stock into
the open market under Rule 144 or otherwise could cause the price of our stock
to decline.

THE EXISTENCE OF OUR OUTSTANDING OPTIONS AND WARRANTS COULD AFFECT THE TERMS ON
WHICH WE CAN NEGOTIATE ADDITIONAL EQUITY FINANCING AND THE EXERCISE OF THOSE
OPTIONS MAY DILUTE STOCKHOLDERS' INTERESTS.

-10-

<PAGE> 14

We have granted options to purchase 593,250 shares and we have an
additional 306,750 shares of common stock reserved for issuance under our option
plan. We have also issued warrants to purchase 200,000 shares of common stock to
the underwriters of our public offering. The mere existence of those options and
warrants may hinder us from obtaining the most favorable terms in any equity
financing in the future. In addition, if those options and warrants are
exercised, our existing stockholders' interests may be diluted and the market
price of our common stock could fall.

OUR ANTI-TAKEOVER PROVISIONS, THE RIGHT TO ISSUE PREFERRED STOCK AND OUR STOCK
OWNERSHIP COULD NEGATIVELY IMPACT OUR STOCKHOLDERS.

Our certificate of incorporation and bylaws contain anti-takeover
provisions which may discourage a change of control transaction. In addition,
the vesting of options and the expiration of any restriction periods on stock
awards under the option plan may be accelerated in some change of control
transactions. These provisions, as well as the issuance of preferred stock and
the existence of the anti-takeover provisions in our certificate of
incorporation might discourage third parties from trying to acquire us. As a
result, our stockholders may not receive an attractive offer that might increase
the value of their investment.

Our officers and directors own or control the voting of approximately
70% of our outstanding common stock. If they act together, they can control most
matters submitted to stockholders, including the election of directors and
matters such as acquisitions, mergers or changes in our capitalization. As a
result of their ownership, the officers and directors could delay or prevent a
change of control or otherwise discourage a potential acquiror from attempting
to gain control of us. This could result in a material adverse effect on the
market price of our common stock or prevent our shareholders from realizing a
premium over the market prices for their shares of common stock.

IMPORTANT FACTORS RELATED TO
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

This prospectus and documents incorporated into this prospectus by
reference contain forward-looking statements, which plan for or anticipate
future events and involve risks and uncertainties. When used in this prospectus
and in those documents incorporated by reference, the words "may," "will,"
"expect," "anticipate," "continue," "estimate," "project," "intend," "believe"
and similar expressions are intended to identify forward-looking statements
regarding events, conditions and financial trends and other risks or
uncertainties detailed in this prospectus or those incorporated documents based
on management's current expectations. Prospective purchasers are cautioned that
any forward-looking statements are not guarantees of future performance and that
actual results could differ materially from the results expressed in or implied
by these forward-looking statements. Some of these factors which can affect
actual results are described in the Form 10-KSB under the headings "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Business" and in the risk factors in this prospectus. Many of these factors are
beyond our control. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, our actual plan
of operations, business strategy, operating results and financial position could
differ materially from those expressed in, or implied by, the forward-looking
statements.

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<PAGE> 15

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares of
common stock by the selling stockholders. If the advisor exercises all of his
options, we would receive proceeds of approximately $120,000, which we would use
as working capital and for general corporate purposes. Any of the proceeds that
we do not need immediately will be invested principally in U.S. government
securities, short-term certificates of deposit, money market funds or other
short-term, interest-bearing securities.

SELLING STOCKHOLDERS

The following table sets forth the number of shares being registered
for the benefit of each of the selling stockholders. The shares represent
approximately 9% of our currently outstanding shares. Each selling stockholder
has advised us that he has sole voting and investment power for all of his
shares.

AMOUNT OF BENEFICIAL
--------------------------- NUMBER OF SHARES
NAME NO. OF SHARES % OF CLASS BEING OFFERED
- ------- --------------------------- ----------------

<S> <C> <C> <C> <C>
Anton K. Khoury (1)................................ 312,500 4.3 312,500
Hanna Khoury (1)................................... 312,500 4.3 312,500
Robert W. Walter, Esq (2).......................... 20,000 * 20,000
</TABLE>

- ----------------
* Less than 1%

(1) Anton and Hanna Khoury are both employed by AAS-Amjet under three year
employment agreements which they entered into when we acquired AMJET in
November 1998. Anton Khoury serves as President of AAS-Amjet and Hanna
Khoury serves its Executive Vice President. Anton Khoury has been a member
of our Board of Directors since November 1998.

(2) Robert Walter has served as our securities counsel since September 1997.

PLAN OF DISTRIBUTION

The selling stockholders have advised us that they intend to sell their
shares as principals for their own account. They may sell the shares from time
to time in the over-the-counter market, in privately negotiated sales or on
other markets. The registration statement of which this prospectus forms a part
must be current at any time during which a selling stockholder sells any shares.
We have agreed to maintain a current registration statement until the earlier of
:

o twelve months after the date of this prospectus;

o the Rule 144 holding periods which would make the shares freely
transferable have been satisfied; or

o until all of the shares have been sold.

We have agreed to pay the expenses of registering the shares, but the
selling shareholders must pay any broker's commissions for any shares sold by
their brokers in brokerage transactions.

-12-

<PAGE> 16

LEGAL MATTERS

Berliner Zisser Walter & Gallegos, P.C., in Denver, Colorado will be
giving an opinion of the validity of the shares being offered. A shareholder of
that firm owns 17,000 shares of common stock and options to acquire 20,000
shares of common stock. The shares which can be acquired by exercising those
options are being offered by this prospectus.

EXPERTS

Our balance sheets as of December 31, 1997 and 1998 and our statements
of operations, stockholders' equity and cash flows at the end of those years,
are incorporated in this prospectus by reference to our Annual Report on Form
10-KSB for the year ended December 31, 1998. They have been included in reliance
on the report of Cherry, Bekaert & Holland, L.L.P., independent accountants,
given on their authority as experts in auditing and accounting.

Cherry, Bekaert & Holland, L.L.P. did not audit or review the financial
information in our quarterly reports on Form 10-QSB which are incorporated by
reference into this prospectus and so the firm is not expressing any opinion or
any other form of assurance on that information.

AVAILABLE INFORMATION

We must comply with the informational requirements of the Securities
Exchange Act and, accordingly, we file reports including Form 10-KSB, Form 10-Q
SB and Form 8-K, proxy statements and other information with the SEC. The public
may read and copy any materials we file with the SEC at the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains
reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC. The address of the Internet site
is http://www.sec.gov.

We have filed with the SEC a registration statement under the
Securities Act for the shares offered by this prospectus. This prospectus, filed
as part of the registration statement, omits some of the information contained
in the registration statement, as permitted by the rules and regulations of the
SEC. The registration statement may be inspected and copied in the manner and at
the sources described above. Any statements contained in this prospectus
concerning any document are not necessarily complete and in each instance,
reference is made to the copy of the document filed as an exhibit to the
registration statement or otherwise filed with the SEC. Each such statement is
qualified in its entirety by such reference.

INCORPORATION OF DOCUMENTS BY REFERENCE

Our Annual Report on Form 10-KSB filed with the SEC on March 16, 1999,
as amended on June 3, 1999, for the fiscal year ended December 31, 1998,
quarterly reports on Form 10-QSB filed with the SEC on May 12, 1999 for the
quarter ended March 31, 1999, on August 12, 1999 for the quarter ended June 30,
1999 and on November 15, 1999 for the quarter ended September 30, 1999, a proxy
statement filed April 19, 1999 and Forms 8-K filed April 15, 1999 and September
17, 1999 are incorporated by reference into this prospectus. The description of
common stock contained in our

-13-

<PAGE> 17

registration statement on Form 8-A, which Form 8-A incorporated by reference the
description of common stock contained in our registration statement on Form SB-2
(S.E.C. File No. 333-48497), both of which were declared effective on May 28,
1998, is incorporated by reference into this prospectus.

All documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering
shall be deemed to be incorporated by reference into this prospectus. Any
statement contained in a document incorporated by reference into this prospectus
shall be deemed to be modified or superseded if a statement contained in this
prospectus or in any other document subsequently filed and incorporated by
reference into this prospectus modifies or supersedes that statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.

We will provide to each person, including any beneficial owner, to whom
this prospectus is delivered a copy of any or all of the information that has
been incorporated by reference into this prospectus but not delivered with this
prospectus. We will provide those copies, at no cost to the person requesting
the information, upon written or oral request. Requests for copies should be
made to the Chief Financial Officer, American Aircarriers Support, Incorporated,
587 Greenway Industrial Drive, Lakemont Business Park, Fort Mill, South Carolina
29715, Telephone: (803) 548-2160.

-14-

<PAGE> 18

================================================================================

We have not authorized any dealer, salesperson or other person to give any
information or represent anything not contained in this prospectus. You must not
rely on any unauthorized information. This prospectus does not offer to sell or
buy any shares in any jurisdiction where it is unlawful. The information in this
prospectus is current as of its date.

================================================================================

645,000 SHARES

[AMERICAN AIRCARRIERS SUPPORT INCORPORATED LOGO]

COMMON STOCK

----------
PROSPECTUS
----------

NOVEMBER ___, 1999

================================================================================

<PAGE> 19

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Other expenses in connection with this offering which will be paid by
us are estimated to be as follows:

ITEM AMOUNT PAYABLE BY AAS
- ---- ---------------------

<S> <C>
S.E.C. Registration Fees...................................................................... $ 1,423.36
Legal Fees.................................................................................... 12,000.00*
Accounting Fees and Expenses.................................................................. 4,000.00*
Miscellaneous Expenses........................................................................ 2,576.64*
Total.................................................................................... $ 20,000.00*
</TABLE>

- --------------------
* Estimated for the purpose of this filing.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

A corporation organized under the Delaware General Corporation Law may
indemnify its directors and officers for certain of their acts and the
Certificate of Incorporation of AAS conforms to the Delaware General Corporation
Law. In general, any officer, director, employee or agent may be indemnified
against expenses, fines, settlements or judgments arising in connection with a
legal proceeding to which the specified person is a party, if that person's
actions were in good faith, were believed to be in the best interest of AAS and
were not unlawful. Unless the person is successful upon the merits in such an
action, indemnification may be awarded only after a determination by independent
decision of the Board of Directors, by legal counsel or by a vote of the
stockholders that the applicable standard of conduct was met by the person to be
indemnified.

The circumstances under which indemnification is granted in connection
with an action brought on behalf of AAS are generally the same as those set
forth above except that indemnification is granted only with respect to expenses
actually incurred in connection with the defense or settlement of the action. In
this type of action, the person to be indemnified must have acted in good faith,
in a manner believed to have been in the best interest of AAS and with respect
to which the person was not adjudged liable for negligence or misconduct.

Indemnification may also be granted under the terms of agreements which
may be entered into in the future pursuant to a vote of stockholders or
directors. The statutory provision cited above and the referenced portion of the
Certificate of Incorporation also grant the power to AAS to purchase and
maintain insurance which protects its officers and directors against any
liabilities incurred in connection with their services as officers and
directors, and AAS does maintain such insurance to protect its officers and
directors.

II-1

<PAGE> 20
ITEM 16. EXHIBITS.

(a) The following is a complete list of Exhibits filed as part of this
registration statement and which are incorporated herein.

SB
EXHIBIT NO. DOCUMENT ITEM
- ----------- -------- ----

<S> <C> <C> <C>
* 2.1 Form of Agreement and Plan of Exchange among American Aircarriers 2
Support, Inc., a South Carolina corporation, American Aircarriers
Support, Incorporated, a Delaware corporation, and Messrs. Karl F.
Brown and Herman O. Brown, Jr.

oo 2.2 Asset Purchase Agreement among American Aircarriers Support, 2
Incorporated, American Aircarriers Support Acquisition Corp., Global
Turbine Services, Inc. and Turbine Inspections, Incorporated.

# 2.3 Asset Purchase Agreement among American Aircarriers Support, 2
Incorporated, American Aircarriers Support Acquisition III Corp., Condor
Flight Spares, Inc., Ned Angene and Martin Washofsky.

x 2.4 Asset Purchase Agreement among American Aircarriers Support, 2
Incorporated, American Jet Engine Services, Inc. and its Shareholders,
and American Aircarriers Support Acquisition II Corp.

xx 2.5 Asset Purchase Agreement among the Company, American Aircarriers 2
Support Acquisition IV Corp., Complete Controls, Inc., Micah Chapman
and Frank Zambo.

* 3.1.2 Certificate of Incorporation of American Aircarriers Support, 3
Incorporated as filed on February 9, 1998, with the Secretary of State of
the State of Delaware.

* 3.2 Bylaws of American Aircarriers Support, Incorporated. 3

* 4.1.1 Form of specimen certificate for common stock of American Aircarriers 4
Support, Incorporated.

* 4.1.2 Form of Representative's Warrant Agreement issued by American 4
Aircarriers Support, Incorporated to Cruttenden Roth Incorporated.

oo 4.2 Registration Rights between American Aircarriers Support, Incorporated 4
and M. Mike Evans.

# 4.3 Registration Rights Agreement between American Aircarriers Support, 4
Incorporated and Condor Flight Spares, Inc.

x 4.4 Registration Rights Agreement between American Aircarriers Support, 4
Incorporated and American Jet Engine Services, Inc.

o 5. Opinion of Berliner Zisser Walter & Gallegos, P.C., regarding legality of 5
the securities covered by this registration statement.
</TABLE>

II-2
<PAGE> 21
<TABLE>
<CAPTION>

SB
EXHIBIT NO. DOCUMENT ITEM
- ----------- -------- ----

<S> <C> <C> <C>
* 10.1.1 Employment Agreement, dated January 31, 1998, by and between Karl F. 10
Brown and American Aircarriers Support, Incorporated.

* 10.1.2 Employment Agreement, effective January 1, 1998, by and between 10
Elaine T. Rudisill and American Aircarriers Support, Incorporated.

oo 10.1.3 Executive Employment Agreement between American Aircarriers 10
Support, Incorporated and M. Mike Evans.

# 10.1.4 Employment Agreement between American Aircarriers Support, 10
Incorporated and Ned Angene.

# 10.1.5 Employment Agreement between American Aircarriers Support, 10
Incorporated and Martin Washofsky.

x 10.1.6 Executive Employment Agreement between American Aircarriers 10
Support, Incorporated and Anton K. Khoury.

x 10.1.7 Executive Employment Agreement between American Aircarriers 10
Support, Incorporated and Hanna K. Khoury.

** 10.1.8 Executive Employment Agreement between American Aircarriers 10
Support, Incorporated and Joseph E. Civiletto.

xx 10.1.8 Employment Agreement between the Company and Micah Chapman. 10

xx 10.1.9 Employment Agreement between the Company and Frank Zambo. 10

* 10.2 Form of Indemnification Agreement between American Aircarriers 10
Support, Incorporated and each officer and director of
American Aircarriers Support, Incorporated.

++ 10.3.2 1998 Omnibus Stock Option Plan, as amended. 10

## 10.4 Loan and Security Agreement, dated May 25, 1999, among American 10
Aircarriers Support, Incorporated, NationsBank, N.A., as
agent, and certain financial institutions.

* 10.4.1 Promissory Note, dated June 29, 1995, issued to NationsBank, N.A. by 10
American Aircarriers Support, Incorporated.

* 10.4.2 Security Agreement, dated June 29, 1995, between NationsBank, N.A. 10
and American Aircarriers Support, Incorporated.

* 10.4.3 Continuing and Unconditional guaranty, dated June 29, 1995, from Karl 10
F. Brown to NationsBank, N.A.

* 10.4.4 Promissory Note Renewal, increasing principal amount to $2 million, 10
issued to NationsBank, N.A. by American Aircarriers Support,
Incorporated.
</TABLE>

II-3

<PAGE> 22

<TABLE>
<CAPTION>
SB
EXHIBIT NO. DOCUMENT ITEM
- ----------- -------- ----

<S> <C> <C> <C>
* 10.4.5 Promissory Note Renewal, increasing principal amount to $4 million, 10
issued to NationsBank, N.A. by American Aircarriers Support,
Incorporated.

* 10.4.6 Commitment Letter, dated February 19, 1998, from NationsBank, N.A. to 10
American Aircarriers Support, Incorporated.

* 10.4.7 Promissory Note, dated April 9, 1998, issued to NationsBank, N.A. by 10
American Aircarriers Support, Incorporated.

* 10.4.8 Loan Agreement, dated April 9, 1998, between NationsBank, N.A. and 10
American Aircarriers Support, Incorporated.

* 10.4.9 Security Agreement, dated April 9, 1998, between NationsBank, N.A. and 10
American Aircarriers Support, Incorporated.

* 10.4.10 Continuing and Unconditional Guaranty, dated April 9, 1998, from Karl 10
F. Brown to NationsBank, N.A.

+ 10.4.11 Loan (Credit Facility) Agreement, dated July 13, 1998, between 10
NationsBank, N.A. and American Aircarriers Support, Incorporated.

** 10.4.12 Modification to the Credit Facility, dated January 1999, between 10
NationsBank, N.A. and American Aircarriers Support, Incorporated.

** 10.4.13 Modification to the Credit Facility, dated March 3, 1999, between 10
NationsBank, N.A. and American Aircarriers Support, Incorporated.

* 10.5.1 Lease Agreement, dated June 30, 1993, between B&C Enterprises and 10
American Aircarriers Support, Incorporated.

* 10.5.2 Lease Agreement, dated July 30, 1997, between Brown Enterprises and 10
American Aircarriers Support, Incorporated.

# 10.5.3 Lease Agreement, dated November 9, 1998, between American 10
Aircarriers Support, Incorporated and Condor Properties of Miami, Inc.

x 10.5.4 Lease of Real Property, dated November 19, 1998, between American 10
Aircarriers Support, Incorporated and Anton K. Khoury.

x 10.5.5 Lease of Real Property, dated November 19, 1998, between American 10
Aircarriers Support, Incorporated and Hanna K. Khoury.

** 10.5.6 Lease of Real Property, dated November 6, 1998, between American 10
Aircarriers Support, Incorporated and Crescent Resources, Inc.

** 10.5.7 Lease of Real Property, dated October 1, 1997, between Global Turbine, 10
Inc. and Shasta Aviation Corp., d/b/a as Crescent Helicopters assigned to
American Aircarriers Support, Incorporated on October 1, 1998.
</TABLE>

II-4

<PAGE> 23

<TABLE>
<CAPTION>
SB
EXHIBIT NO. DOCUMENT ITEM
- ----------- -------- ----

<S> <C> <C> <C>
** 10.5.8 Lease of Real Property, dated December 17, 1998, between AAS Landing 10
Gear Services, Inc. and Condor Properties of Miami, Inc.

xx 10.5.10 Lease Agreement between Complete Controls Inc. and Tucson Airport 10
Authority, Inc.

xx 10.5.11 Lease Agreement between Complete Controls Inc. and Tucson Airport 10
Authority, Inc.

xx 10.5.12 Lease Agreement between AAS-Complete Controls Inc. and Tucson 10
Airport Authority, Inc.

* 10.6 Form of S Corporation Tax Allocation and Indemnification Agreement 10
among American Aircarriers Support, Incorporated, Karl F. Brown and
Herman O. Brown, Jr.

* 10.7 Joint Venture Agreement, dated January 26, 1998, between Global 10
Turbine Services, Inc. and American Aircarriers Support, Incorporated.

* 10.7.1 Joint Venture Agreement, dated January 26, 1998, between Global 10
Turbine Services, Inc. and American Aircarriers Support, Incorporated.

* 10.8 Voting Trust Agreement, dated February 23, 1998 among Herman O. 10
Brown, Jr., David M. Furr, as Trustee, and American Aircarriers Support,
Incorporated.

* 10.9 Form of Lock-Up Agreements between stockholders of American 10
Aircarriers Support, Incorporated and Cruttenden Roth Incorporated.

* 10.9.1 Consignment Agreement between American Aircarriers Support, 10
Incorporated and M. Mike Evans.

* 10.10 Sale and Purchase Agreement, Two Boeing 737-200 Aircraft, between 10
European Aviation Limited and American Aircarriers Support,
Incorporated.

x 10.10.1 Inventory Sales Agreement between American Aircarriers Support, 10
Incorporated and Global Air Spares, Inc.

x 10.11 Aircraft Engine Sales Agreement between American Aircarriers Support, 10
Incorporated and Atlantic Airmotive.

** 11. Schedule computing net income per common share. 11

** 21. Subsidiaries of the Registrant. 21

o 23.1 Consent of Berliner Zisser Walter & Gallegos, P.C., to the use of its 23
opinion with respect to the legality of the securities
covered by this registration statement and to the
references to it in the prospectus filed as part of this
registration statement is included in Exhibit 5.
</TABLE>

II-5

<PAGE> 24
<TABLE>
<CAPTION>
SB
EXHIBIT NO. DOCUMENT ITEM
- ----------- -------- ----

<S> <C> <C> <C>
o 23.2 Consent of Cherry, Bekaert & Holland, L.L.P., independent certified 23
public accountants.
</TABLE>

- -----------------------------

* Incorporated by reference from Registration Statement on Form SB-2 (File
No. 333-48497).

+ Incorporated by reference from Form 10-QSB filed November 5, 1998 (File No.
0-24275).

oo Incorporated by reference from Form 8-K (dated October 1, 1998) filed on
October 14, 1998 (File No. 0-24275).

# Incorporated by reference from Form 8-K (dated November 9, 1998) filed on
December 4, 1998 (File No. 0-24275).

x Incorporated by reference from Form 8-K (dated November 19, 1998) filed on
December 4, 1998 (File No. 0-24275).

** Incorporated by reference from Form 10-KSB filed March 16, 1999 (File No.
0-24275).

## Incorporated by reference from Form 10-QSB filed August 12, 1999 (File No.
0-24275).

xx Incorporated by reference from Form 8-K (dated November 19, 1998) filed on
September 17, 1999 (File No. 0-24275).

++ Incorporated by reference from Registration Statement on Form S-8 (File No.
333-18831).

o Filed herewith.

ITEM 17. UNDERTAKINGS.

(a) Rule 415.

The undersigned small business issuer will:

(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(iii) Include any additional or changed material information on
the plan of distribution.

(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

(e) Request for Acceleration of Effective Date.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
small business issuer pursuant to the foregoing provisions, or otherwise, the
small business issuer has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed

II-6

<PAGE> 25

in the Act, and is therefore unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred or
paid by a director, officer or controlling person of the small business issuer
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

(f) Rule 430A.

The small business issuer will:

(1) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the small business issuer under Rule 424(b)(1) or
(4) or 497(h) under the Securities Act as part of this registration
statement as of the time the Commission declared it effective.

(2) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial
bona fide offering of those securities.

II-7

<PAGE> 26

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Fort Mill, State of South Carolina, on November 22,
1999.

AMERICAN AIRCARRIERS SUPPORT, INCORPORATED

By: /s/ Karl F. Brown
---------------------------------------------
Karl F. Brown, Chairman of the Board and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

<S> <C> <C>
/s/ Karl F. Brown Chairman of the Board and November 22, 1999
- ---------------------------------------- Chief Executive Officer
Karl F. Brown (Principal Executive Officer)

/s/ Joseph E. Civiletto President, Chief Operating November 22, 1999
- --------------------------------------- Officer and Director
Joseph E. Civiletto

/s/ Elaine T. Rudisill Chief Financial Officer (Principal
- --------------------------------------- Financial and Accounting Officer) November 22, 1999
Elaine T. Rudisill

/s/ David M. Furr Director November 22, 1999
- ---------------------------------------
David M. Furr

/s/ Pamela K. Clement Director November 22, 1999
- ---------------------------------------
Pamela K. Clement

Director November 22, 1999
/s/ James T. Comer, III
- ---------------------------------------
James T. Comer, III

/s/ Anton K. Khoury Director November 22, 1999
- ---------------------------------------
Anton K. Khoury
</TABLE>

II-8

<PAGE> 27
INDEX TO EXHIBITS