AMERICAN AIRCARRIERS SUPPORT INC, S-3, 2000-07-03

AMERICAN AIRCARRIERS SUPPORT INC
S-3, 2000-07-03
INDUSTRIAL MACHINERY & EQUIPMENT

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<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 2000
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
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
AMERICAN AIRCARRIERS SUPPORT, INCORPORATED
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.
BERLINER ZISSER WALTER & GALLEGOS, P.C.
1700 LINCOLN STREET, SUITE 4700
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 OF 1933 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 OF 1933, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
OF 1933 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
<TABLE>
<CAPTION>
==================================================================================================================================
Title of each class of securities to be Amount to be PROPOSED MAXIMUM AGGREGATE PROPOSED MAXIMUM AGGREGATE Amount of
registered registered OFFERING PRICE PER UNIT (1) OFFERING PRICE(1) registration fee
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock........................... 31,000 $4.00 $124,000 $32.73
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
PURSUANT TO RULE 457. BASED UPON THE CLOSING SALE PRICE OF OUR COMMON STOCK
AS REPORTED ON THE NASDAQ NATIONAL MARKET ON JUNE 22, 2000.

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

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, AS AMENDED, 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 JUNE 30, 2000

31,000 SHARES

[AMERICAN AIRCARRIERS SUPPORT INCORPORATED LOGO]

COMMON STOCK

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

A total of 31,000 shares of common stock of American Aircarriers
Support, Incorporated are being offered by this prospectus. The shares will be
sold from time to time by the selling shareholder named in this prospectus. We
will not receive any of the proceeds from the sale of the 31,000 shares. We have
agreed to pay the expenses of registering the shares, estimated at $15,000.

The selling shareholder has advised us that it intends to sell the
shares as a principal for its own account from time to time in the
over-the-counter market or in negotiated transactions or a combination of these
two methods of sale. Sales may be made at fixed prices which may be changed, at
market prices prevailing at the time of the 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."

Our common stock is traded on the Nasdaq National Market under the
symbol "AIRS." On June 22, 2000, the closing price of our common stock as
reported on the Nasdaq National Market was $4.00 per share. Our principal
executive offices are located at 587 Greenway Industrial Drive, Fort Mill, South
Carolina 29715, and our telephone number is (803) 548-2160.

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

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.

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

PROSPECTUS DATED JUNE ___, 2000.

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TABLE OF CONTENTS

PAGE
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FORWARD-LOOKING STATEMENTS...................................................-3-
RISK FACTORS.................................................................-4-
ABOUT AMERICAN AIRCARRIERS SUPPORT, INCORPORATED............................-12-
USE OF PROCEEDS.............................................................-13-
SELLING SHAREHOLDER.........................................................-13-
PLAN OF DISTRIBUTION........................................................-14-
LEGAL MATTERS...............................................................-14-
EXPERTS.....................................................................-14-
WHERE YOU CAN FIND MORE INFORMATION.........................................-15-

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<PAGE> 4

FORWARD-LOOKING STATEMENTS

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. Important factors currently known to
American Aircarriers Support that can affect actual results are described in the
Safe Harbor Compliance Statement filed as an exhibit to this Registration
Statement 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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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.

DECREASED DEMAND FOR AIR TRAVEL AND INCREASES IN FUEL PRICES HAVE ADVERSELY
AFFECTED OUR RECENT RESULTS OF OPERATIONS.

Our customers include major commercial passenger and cargo airlines,
maintenance and repair facilities and 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 for us.

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 reduce demand for older aircraft. A decrease in
older aircraft usage may decrease the demand for our aircraft components and
spare parts and our services.

The dramatic increase in aviation fuel prices that has occurred since
the beginning of this year has adversely impacted the demand for aviation spare
parts sold by us and our competitors. As a result, we reported a net loss of
$769,000 in the quarter ended March 31, 2000, which is the first time we
incurred a quarterly loss since becoming a public company. We believe that a
number of our customers have deferred maintenance where possible in order to
reduce operating expenses. Although this may result in increased demand for
aviation spare parts in future periods, continued maintenance deferrals by our
customers, and continuing high aviation fuel prices, could have a material
adverse effect on us.

OUR SUBSTANTIAL INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL PERFORMANCE.

As a result of our recent acquisitions of companies in the aviation
service industry and in an effort to build our aircraft spare parts pool, we
incurred a significant amount of indebtedness. As a result, we have significant
payments to make on our debt. As of March 31, 2000, we were not in compliance
with certain restrictive financial covenants in our credit agreement with our
primary lender. If we cannot make our required debt payments, we could be
required to reduce or delay capital expenditures, sell certain of our assets, or
restructure or refinance our indebtedness. We are currently in discussions with
several parties to obtain additional financing. Our ability to secure additional
financing will depend on:

- our future operating performance;
- our ability to incur additional debt or pay dividends under
restrictions imposed by our current lender; and
- the extent to which our cash flow from operations is dedicated to
the payment of debt.

We are currently in default under our Credit Agreement due to the
expiration of an amendment. The lenders have agreed to provide financial
accommodations at this time, but have

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<PAGE> 6

reserved the right to exercise all rights and remedies under the Credit
Agreement without further notice to us. This would adversely impact our
business, operations and financial operations.

If we are not able to obtain additional 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 affected.

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

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 engines 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
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 the 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 the new 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 could
significantly 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 our inventory. Any significant price
reductions would adversely affect the value of our inventory and our profit
margins.

OUR FAILURE TO PURCHASE INVENTORY AT ACCEPTABLE PRICES OR TO ANTICIPATE 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 to us. 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 if we are unable to make purchases at

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<PAGE> 7

reasonable prices, our sales may be depressed. In addition, if we cannot
accurately predict our customers' needs, we may be required to take write-downs
associated with excess inventory.

OUR FINANCIAL RESULTS MAY BE NEGATIVELY 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 have entered 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 companies we have purchased. Our
experience in managing our existing engine and aircraft components and spare
parts inventory does not mean we will 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:

- meet standards of condition established by the appropriate regulatory
agencies;
- be traceable to sources deemed acceptable by regulatory agencies; and
- be accompanied by documentation which enables the customer to comply
with the regulatory requirements applicable to them.

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. 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.

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<PAGE> 8

WE USE THIRD PARTY REPAIR AND OVERHAUL FACILITIES TO PERFORM 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 AS A RESULT OF LONG TURNAROUND TIMES.

There are currently 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 and harm to our business reputation.

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 . 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 are unable to identify 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 FAA maintenance repair 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 SIGNIFICANTLY AND THE VALUE OF YOUR
INVESTMENT MAY BE ADVERSELY AFFECTED AND DECLINE.

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:

- the timing and size of orders and the payment for orders,
particularly from significant customers;
- the timing and type of inventory purchases, such as bulk purchases or
purchases of aircraft for disassembly; and
- the mix of our inventory.

We do not 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

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<PAGE> 9

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 SHAREHOLDERS' 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:

- we may be unable to acquire suitable complementary companies at
reasonable prices;
- the costs of acquisitions, including the amortization of goodwill and
other intangible assets, could negatively impact our operating
results and profitability;
- if we use our common stock as part of the acquisition price, the
acquisition may be dilutive to our shareholders and the issuance of
additional common stock may cause the market price of our common
stock to decline; and
- 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 ADVERSELY AFFECT OUR OPERATIONS AND RESULT IN OPERATING
INEFFICIENCIES.

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 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. 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 INCURRED ADDITIONAL COMPLIANCE AND REGULATORY OBLIGATIONS WITH REGARD TO THE
PURCHASE OF 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.
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.
Certified repair operations are periodically inspected and must comply with all
regulations to maintain certification. Acquisitions of FAA-licensed facilities
require us to:

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<PAGE> 10

- maintain FAA licensing to conduct operations;
- assume additional liability associated with incorrect or inadequate
repairs; and
- 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 AIRCRAFT LEASING BUSINESS MAY NOT BE
SUCCESSFUL WHICH COULD BE DETRIMENTAL TO OUR OPERATIONS AND REDUCE OUR REVENUES.

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:

- the return at the end of the lease term of the leased components and
spare parts, aircraft or engines in marketable condition;
- the continued re-lease of components and spare parts, aircraft and
engines on favorable terms on a timely basis;
- 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;
- the collection of lease payments when due; and
- the repossession of our components and spare parts, aircraft or
engines if the lessee defaults .

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:

- general market conditions;
- regulatory changes (particularly those imposing environmental or
maintenance requirements on the operation of aircraft and engines);
- changes in the supply and cost of aircraft or engines; and
- 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
negatively impacted.

OUR LENDERS IMPOSE DEBT AND FINANCIAL RATIO 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.

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A PORTION OF OUR REVENUES ARE DERIVED FROM SALES TO INTERNATIONAL CUSTOMERS AND
AS A RESULT WE FACE ADDITIONAL FINANCIAL AND REGULATORY RISKS INHERENT IN
INTERNATIONAL TRANSACTIONS.

Sales to international customers accounted for approximately 28% of our
net sales in the 1999 fiscal year and we expect that international sales will
continue to represent a material portion of our net revenues in future periods.
International sales have inherent risks, including:

- variations in local economies;
- fluctuating exchange rates if our international sales were to be
denominated in a currency other than U.S. dollars in future periods;
- greater difficulty in accounts receivable collection;
- changes in tariffs and other trade barriers;
- adverse foreign tax consequences; and
- burdens of compliance with a variety of foreign laws, particularly
aviation related laws.

Any of these factors could reduce our revenues 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 decreased 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 companies.
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 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.

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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 AND YOUR INVESTMENT COULD DECLINE.

We have 7,185,504 shares of 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 and the value of
your investment 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 SHAREHOLDER'S INTERESTS.

We have granted options to purchase 636,750 shares and we have an
additional 263,250 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 shareholders' 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 INSIDER
STOCK OWNERSHIP COULD NEGATIVELY IMPACT OUR SHAREHOLDERS.

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 shareholders 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 shares of common stock. If they act together, they can
control most matters submitted to the shareholders, 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.

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<PAGE> 13

ABOUT AMERICAN AIRCARRIERS SUPPORT, INCORPORATED

American Aircarriers Support, Incorporated ("AAS") provides integrated
aviation maintenance, repair and overhaul services, including spare parts for
commercial airlines, cargo operators and maintenance and repair facilities
worldwide. AAS offers engine and aircraft management services, maintenance,
repair and overhaul of flight controls, landing gear systems and jet engines at
its FAA licensed facilities, and, as of February 2000, heavy maintenance for
complete aircraft. AAS is one of the few companies that specialize in both
engine and airframe components and spare parts and also provides aviation
services that include:

- sale, lease or exchange of all major airframe and engine components and
spare parts;
- complete FAA and JAA (a consortium of European civil aviation
regulatory authorities)
- certified maintenance, repair and overhaul ("MRO") services for engines,
landing gear and flight control surfaces;
- engine and aircraft management, insurance claims assistance and other
services; and
- as of February 2000, FAA certified heavy maintenance and
modifications for both narrow and wide body aircraft.

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 the revenues of
AAS were derived from the sale of the following products:

- Pratt & Whitney JT8 series engines and, to a lesser extent, General
Electric CFM56 engines;
- engine components and spare parts primarily for these two types of
engines; and
- airframe components and spare parts primarily for Boeing,
McDonnell-Douglas and Airbus aircraft.

In late 1998, AAS began to implement an acquisition strategy aimed
primarily at expanding its redistribution sales capabilities by acquiring
complementary businesses, including companies providing aviation services,
specialized MRO services and heavy maintenance of the complete aircraft. The
objective of AAS is to be a full service "one stop" supplier of products and
services for customers. AAS has acquired substantially all of the assets of the
following businesses that were, at the time of acquisition, conducting the
business indicated:

- Global Turbine Services, Inc. ("GTI") and its affiliate Turbine
Inspections, Inc. ("TII"), an engine management service;
- Condor Flight Spares, Inc. ("Condor"), a redistributor of landing gear
parts and applicant for FAA certification to operate a MRO facility
specializing in landing gear;
- American Jet Engine Services, Inc. ("Amjet"), an FAA certified MRO
facility specializing in jet engines;
- Global Air Spares, Inc. ("GASI") and Atlantic Airmotive Corporation
("AAC"), both Amjet affiliates engaged in jet engine and engine parts
redistribution.
- Complete Controls, Inc. ("CCI"), an FAA certified MRO facility
specializing in flight control surfaces such as flaps, slats and
rudders; and
- Santa Barbara Aerospace ("SBA"), an FAA certified facility specializing
in independent provision of aircraft heavy maintenance and modification.

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<PAGE> 14

GTI and TII were initially operated by AAS in Pembroke Pines, Florida
as AAS Engine Services, Inc. In 1999, the name AAS Engine Services, Inc. was
changed to Aviation Services, Inc. ("Aviation Services") and in January 2000,
its operations were relocated to corporate headquarters in South Carolina.
Amjet, GASI and AAC are now operated as AAS Amjet, Inc. ("AAS Amjet")
headquartered in Miami, Florida. Condor operates as AAS Landing Gear Services,
Inc. ("AAS Landing Gear") and is also headquartered in Miami, Florida. CCI
operates in Tucson, Arizona as AAS Complete Controls, Inc. ("AAS Complete
Controls"). The assets acquired from the prior operations of SBA are being
utilized by AAS Aircraft Services, Inc. ("AAS Aircraft Services") in San
Bernardino, California.

AAS was incorporated in June 1985 in the State of South Carolina under
the name Aviation Alloys, Inc. and commenced active operations under its current
name in 1990. It was recapitalized, reincorporated in the State of Delaware and
converted from an S Corporation to a C Corporation immediately prior to its
initial public offering in May 1998. The principal executive office of AAS is
located 587 Greenway Industrial Drive, Lakemont Business Park, Fort Mill, South
Carolina 29715. The phone number of the executive office is (803) 548-2160.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares of
common stock by the selling shareholder under this prospectus. We will pay all
expenses of the registration and sale of the common stock, except selling
commissions, fees and stock transfer taxes.

SELLING SHAREHOLDER

We have agreed to register 31,000 shares of our common stock owned by
the selling shareholder. These shares were acquired by the selling shareholder
in connection with the purchase of the assets of Condor Flight Spares, Inc. The
shares of our common stock held by the selling shareholder are being registered
to permit public secondary trading of these shares and the selling shareholder
may offer these shares for resale from time to time. The selling shareholder may
offer all, some or none of the shares of common stock. As a result, we cannot
estimate the amount of common stock that will be held by the selling shareholder
upon termination of any sales. Accordingly, the column showing ownership after
completion of the offering assumes that the selling shareholder will sell all of
the common stock offered by this prospectus. The selling shareholder
beneficially owned 1.6% of our common stock prior to the offering and, if it
sells all of the common stock offered by this prospectus, will own none of our
common stock after the offering.

SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED OWNED AFTER
NAME PRIOR TO THE OFFERING SHARES OFFERED COMPLETION OF THE OFFERING
---- --------------------- -------------- --------------------------
Condor Flight
Spares, Inc. 31,000 31,000 -0-

PLAN OF DISTRIBUTION

We are registering an aggregate of 31,000 shares of common stock to
permit public secondary sales of the shares by the selling shareholder. The
selling shareholder has advised us that

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<PAGE> 15

it intends to sell its shares as principal for its own account. It may sell the
shares from time to time in the over-the-counter market, in privately negotiated
transactions or in a combination of these two methods. Broker-dealers
participating in such transactions may receive compensation in the form of
discounts, concessions or commissions, including without limitation, customary
brokerage commissions, from the selling shareholder. The selling shareholder and
any broker-dealers who act in connection with sales of common stock may be
deemed to be "underwriters" as that term is defined in the Securities Act of
1933, and any commissions received by them and profit on any resale of the
common stock might be deemed to be underwriting discounts and commissions under
the Securities Act of 1933. In effecting sales, broker-dealers engaged by the
selling shareholder may arrange for other broker-dealers to participate.

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

The registration statement of which this prospectus forms a part must
be current at any time during which the selling shareholder sells any shares. We
have agreed to maintain a current registration statement until the earlier of:

- six months after the date of this prospectus;
- the Rule 144 holding periods which would make the shares freely
transferable have been satisfied; or
- until all of the shares have been sold.

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 3,000 shares of our common stock.

EXPERTS

Our consolidated balance sheets as of December 31, 1998 and 1999 and
the related consolidated statements of operations, shareholders' equity and cash
flows for the years ended 1998 and 1999 are incorporated in this prospectus by
reference to our Annual Report on Form 10-KSB for the year ended December 31,
1999. The consolidated financial statements for the year ended December 31, 1999
have been audited by Arthur Andersen LLP, independent public accountants, and
are incorporated herein in reliance upon the authority of said firm as experts
in giving said reports. The financials for the year ended 1998 and as of
December 31, 1998 have been included in reliance on the report of Cherry Bekaert
& Holland LLP, given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and
other information with the Commission . You may read and copy these documents at
the Commission's public reference facilities, Room 1024, 450 Fifth Street, N.W.,
Washington, DC 20549; 7 World Trade Center, Suite

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<PAGE> 16

1300, New York, New York 10048; and Citicorp Center, 500 W. Madison Street,
Suite 1400, Chicago, Illinois 60661. Please call the Commission at
1-800-SEC-0330 for further information on the public reference rooms. The
Commission also maintains a web site that contains reports, proxy and
information statements and other information regarding issuers like American
Aircarriers Support that file electronically with the Commission . The address
of the Commission's web site is http://www.sec/gov. You can also inspect
reports, proxy statements and other information about American Aircarriers
Support at the offices of The Nasdaq Stock Market, Inc., Reports Section, 1735 K
Street, N.W., Washington, D.C. 20006. In addition, you can find more information
about American Aircarriers Support on our Internet website at
http://www.a-a-s.com. However, information contained in or linked to our website
does not constitute part of this prospectus and is not, and shall not be deemed,
incorporated into this prospectus by reference.

We have filed with the Commission a registration statement on Form S-3
to register the common stock offered by this prospectus. This prospectus is part
of the registration statement. As allowed by Commission rules, this prospectus
does not contain all of the information that is in the registration statement
and the exhibits and schedules to the registration statement. For further
information regarding American Aircarriers Support , investors should refer to
the registration statement and its exhibits and schedules. A copy of the
registration statement may be inspected, without charge at the public reference
rooms of the Commission described above, and copies of all or any part of the
registration statement may be obtained from the Commission at prescribed rates.
This information is also available at the Commission's web site.

The Commission allows us to "incorporate by reference" the information
we file with it, which means that we can disclose important information to you
by referring you to those documents. The information that we hereby incorporate
by reference is considered to be part of this prospectus, and later information
that we file with the Commission will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, until the selling shareholder sells
all of the shares or the earlier termination of this offering:

- our Annual Report on Form 10-KSB for the year ended December 31,
1999;
- our Quarterly Report on Form 10-Q for the quarter ended March 31,
2000;
- our Proxy Statement filed on May 1, 2000, as amended on May 25,
2000; and
- the description of our common stock contained in the registration
statement on Form 8-A filed on May 18, 1998, including any amendments
or reports filed for the purpose of updating that description.

You may request a copy of the above filings by writing or calling:
Chief Financial Officer, American Aircarriers Support, Incorporated, 587
Greenway Industrial Drive, Lakemont Business Park, Fort Mill, South Carolina,
29715, (803) 548-2160.

You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement to this prospectus. We have not
authorized anyone else to provide you with information. You should not assume
that the information in this prospectus or any supplement to this prospectus is
accurate as of any date other than the date on the cover page of this prospectus
or any supplement.

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<PAGE> 17

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

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.

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

31,000 SHARES

[AMERICAN AIRCARRIERS SUPPORT INCORPORATED LOGO]

Common Stock

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

June ____, 2000

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

<PAGE> 18

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following is a statement of the estimated expenses to be incurred
in connection with the distribution of the securities registered under this
registration statement. These expenses will be paid by us:

ITEM AMOUNT PAYABLE BY AAS
---- ---------------------
SEC Registration Fees...............................................$ 32.73
Legal Fees.......................................................... 10,000.00*
Accounting Fees and Expenses........................................ 3,000.00*
Miscellaneous Expenses.............................................. 1,967.27*
Total..........................................................$ 15,000.00*
--------------------
* 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
shareholders that the applicable standard of conduct was met by the person to be
indemnified.

In performing their duties, directors of a Delaware corporation are
obligated as fiduciaries to exercise their business judgment and to act in what
they reasonably determine in good faith, after appropriate consideration, to be
in the best interests of the corporation and its shareholders. Decisions made on
that basis are protected by the so-called "business judgment rule." The business
judgment rule is designed to protect directors from personal liability to the
corporation or its shareholders when business decisions are subsequently
challenged. However, the expense of defending lawsuits, the frequency with which
unwarranted litigation is brought against directors and the inevitable
uncertainties with respect to the outcome of applying the "business judgment"
rule to particular facts and circumstances mean that, as a practical matter,
directors and officers of a corporation rely on indemnity from, and insurance
procured by, the corporation they serve as a financial backstop in the event of
such expenses or unforeseen liability. The Delaware legislature has recognized
that adequate insurance and indemnity provisions are often a condition of an
individual's willingness to serve as director of a Delaware corporation. The
Delaware General Corporation Law has for some time specifically permitted
corporations to provide indemnity and procure insurance for its directors and
officers.

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

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<PAGE> 19

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 the shareholders 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.

ITEM 16. EXHIBITS.

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

EXHIBIT NO. DOCUMENT
----------- --------
* 2.1 Form of Agreement and Plan of Exchange among American
Aircarriers Support, Inc., a South Carolina corporation,
American Aircarriers Support, Incorporated, a Delaware
corporation, and Messrs. Karl F. Brown and Herman O. Brown,
Jr.

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

# 2.3 Asset Purchase Agreement among American Aircarriers Support,
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,
Incorporated, American Jet Engine Services, Inc. and its
Stockholders, and American Aircarriers Support Acquisition II
Corp.

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

* 3.1.2 Certificate of Incorporation of American Aircarriers Support,
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.

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

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

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

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

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<PAGE> 20

EXHIBIT NO. DOCUMENT
----------- --------

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

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

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

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

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

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

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

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

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

xx 10.1.8 Employment Agreement between the Company and Micah Chapman.

xx 10.1.9 Employment Agreement between the Company and Frank Zambo.

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

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

## 10.4 Loan and Security Agreement, dated May 25, 1999, among
American 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 American Aircarriers Support, Incorporated.

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

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

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

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

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<PAGE> 21

EXHIBIT NO. DOCUMENT
----------- --------

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

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

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

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

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

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

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

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

&& 10.4.14 Promissory Note and Option Agreement issued by AAS
Technologies Rankin Properties.

&& 10.4.15 Amendment to Loan and Security Agreement, dated May 25, 1999,
a Aircarriers Support, Incorporated, NationsBank, N.A., as
agent, institutions.

&& 10.4.16 Amendment to Loan and Security Agreement, dated May 25, 1999,
a Aircarriers Support, Incorporated, NationsBank, N.A., as
agent, and certain financial institutions.

&& 10.4.17 Amendment to Loan and Security Agreement, dated May 25, 1999,
a Aircarriers Support, Incorporated, NationsBank, N.A., as
agent, and certain financial institutions.

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

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

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

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

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

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

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<PAGE> 22

EXHIBIT NO. DOCUMENT
----------- --------

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

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

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

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

&& 10.5.13 Lease Agreement between AAS-Complete Controls, Inc. and Tucson
Authority, Inc.

&& 10.5.14 Lease Agreement between AAS-AMJET and Gran Central Corporation

&& 10.5.15 Lease Agreement between AAS-Complete Controls, Inc. and Tucson
Authority, Inc.

&& 10.5.16 First Amendment to Lease between Tucson Airport Authority and
A Controls, inc.

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

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

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

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

&& 21. Subsidiaries of the registrant.

o 23.1 Consent of Berliner Zisser Walter & Gallegos, P.C., to the use
of its 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.

o 23.2 Consent of Cherry Bekaert & Holland, LLP, independent public
accountants.

o 23.3 Consent of Arthur Andersen LLP, independent public
accountants.

oo 99.1 Safe Harbor Compliance Statement.
-----------------------------

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<PAGE> 23

xx Incorporated by reference from Form 8-K (dated April 1, 1999) filed on
September 17, 1999 (File No. 0- 24275).
++ Incorporated by reference from Registration Statement on Form S-8 (File No.
333-18831).
&& Incorporated by reference from Form 10-KSB filed on March 30, 2000 (File
No. 0-24275).
o Filed herewith.
oo To be filed by amendment

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and

(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement; provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by a registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(3) To remove from registration, by means of a post-effective
amendment, any of the securities being registered which remain unsold
at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for the purposes
of determining any liability under the Securities Act of 1933, as amended, each
filing of such registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934, as amended), that is incorporated
by reference in the registration statement shall be deemed to be a new
registration

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<PAGE> 24

statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of a registrant pursuant to the provisions described under Item 15
above, or otherwise, the undersigned registrant has been advised that in the
opinion of the Commission , such indemnification is against public policy as
expressed in the Securities Act of 1933 , as amended, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of such registrant 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 registrant 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 of 1933 , as amended, and will be
governed by the final adjudication of such issue.

(d) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the
Securities Act of 1933, as amended, 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 registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act of 1933, as amended, shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the
Securities Act of 1933, as amended, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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<PAGE> 25

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, as
amended, 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 June 23 ,
2000.

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, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

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

/s/ Karl F. Brown Chairman of the Board and June 30, 2000
------------------------ Chief Executive Officer
Karl F. Brown (Principal Executive Officer)

/s/ Elaine T. Rudisill Chief Financial Officer (Principal June 30, 2000
------------------------ Financial and Accounting Officer)
Elaine T. Rudisill

/s/ David M. Furr Director June 30, 2000
------------------------
David M. Furr

/s/ Pamela K. Clement Director June 30, 2000
------------------------
Pamela K. Clement

/s/ James T. Comer, III Director June 30, 2000
------------------------
James T. Comer, III

/s/ Anton K. Khoury Director June 30, 2000
------------------------
Anton K. Khoury

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<PAGE> 26

EXHIBIT INDEX