AAR CORP
SC 13G, 1994-02-07
MACHINERY, EQUIPMENT & SUPPLIES
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<PAGE>
 
                                                       OMB APPROVAL 
                              UNITED STATES            OMB NUMBER   3235-0145
                   SECURITIES AND EXCHANGE COMMISSION  EXPIRES: OCTOBER 31, 1994
                          WASHINGTON, D.C. 20549       ESTIMATED AVERAGE BURDEN
                                                       HOURS PER RESPONSE. 14.90
 
                               SCHEDULE 13G


                UNDER THE SECURITIES EXCHANGE ACT OF 1934
                           (AMENDMENT NO. )*

 
                                   AAR Corp.
- --------------------------------------------------------------------------------
                               (Name of Issuer)

                                 Common Stock
- --------------------------------------------------------------------------------
                        (Title of Class of Securities)
                                     000361105
- --------------------------------------------------------------------------------
                                  (CUSIP Number)

Check the following box if a fee is being paid with this statement [X].  (A fee
is not required only if the filing person:  (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).



SEC 1745
                               PAGE 1 OF 12 PAGES
<PAGE>

- -----------------------                                  ---------------------
  CUSIP NO. 000361105                   13G                PAGE 2 OF 12 PAGES
- -----------------------                                  ---------------------
 
- ------------------------------------------------------------------------------
      NAME OF REPORTING PERSON
 1    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          John Hancock Mutual Life Insurance Company                          
          I.R.S. No. 04-1414660
- ------------------------------------------------------------------------------
      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 2                                                              (a) [_]
          N/A                                                   (b) [_]
                                                 
- ------------------------------------------------------------------------------
      SEC USE ONLY
 3
 

- ------------------------------------------------------------------------------
      CITIZENSHIP OR PLACE OF ORGANIZATION
 4    
          Commonwealth of Massachusetts

- ------------------------------------------------------------------------------
                          SOLE VOTING POWER
                     5     
     NUMBER OF                   -0-
 
      SHARES       -----------------------------------------------------------
                          SHARED VOTING POWER
   BENEFICIALLY      6    
                                 -0-
     OWNED BY
                   -----------------------------------------------------------
       EACH               SOLE DISPOSITIVE POWER
                     7     
    REPORTING                    -0-
 
      PERSON       -----------------------------------------------------------
                          SHARED DISPOSITIVE POWER
       WITH          8    
                                 -0-
- ------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 9    
          None, except through its indirect, wholly-owned subsidiaries, NM 
          Capital Management, Inc. and John Hancock Advisers, Inc.
- ------------------------------------------------------------------------------
      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10                  
          N/A
 
- ------------------------------------------------------------------------------
      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11        
          See Line 9, above

- ------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON*
12
          IC, IA, BD, HC

- ------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!
                               PAGE 2 OF 12 PAGES

<PAGE>

- -----------------------                                 ------------------------
  CUSIP NO. 000361105                 13G                   PAGE 3 OF 12 PAGES
- -----------------------                                 ------------------------
                                   
- --------------------------------------------------------------------------------
      NAME OF REPORTING PERSON
1     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          John Hancock Subsidiaries, Inc.
          I.R.S. No. 04-2687223
- --------------------------------------------------------------------------------
 
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a) [_]   
          N/A                                                    (b) [_]   

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

3     SEC USE ONLY


- --------------------------------------------------------------------------------
      CITIZENSHIP OR PLACE OF ORGANIZATION
4 
          Delaware

- --------------------------------------------------------------------------------
                        SOLE VOTING POWER
                     5
     NUMBER OF                   -0-
                
      SHARES      -------------------------------------------------------------
                        SHARED VOTING POWER
   BENEFICIALLY      6
                                 -0-
     OWNED BY   
                   -------------------------------------------------------------
       EACH             SOLE DISPOSITIVE POWER 
                     7
    REPORTING                    -0-

      PERSON       -------------------------------------------------------------
                        SHARED DISPOSITIVE POWER 
       WITH          8
                                 -0-           
- --------------------------------------------------------------------------------
9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
                             
          None, except through its indirect, wholly-owned subsidiaries, NM
          Capital Management, Inc. and John Hancock Advisers, Inc.

- --------------------------------------------------------------------------------
10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
          N/A

- --------------------------------------------------------------------------------
11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 

          See Line 9, above.

- --------------------------------------------------------------------------------
12    TYPE OF REPORTING PERSON*
 
          HC
- --------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!
                               PAGE 3 OF 12 PAGES

<PAGE>

- -----------------------                                  ---------------------
  CUSIP NO. 000361105                   13G                PAGE 4 OF 12 PAGES
- -----------------------                                  ---------------------
 
- ------------------------------------------------------------------------------
      NAME OF REPORTING PERSON
 1    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 

          The Berkeley Financial Group                          
          I.R.S. No. 04-3145626
- ------------------------------------------------------------------------------
      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 2                                                              (a) [_]
          N/A                                                   (b) [_]
                                                 
- ------------------------------------------------------------------------------
      SEC USE ONLY
 3
 

- ------------------------------------------------------------------------------
      CITIZENSHIP OR PLACE OF ORGANIZATION
 4    
          Commonwealth of Massachusetts

- ------------------------------------------------------------------------------
                          SOLE VOTING POWER
                     5     
     NUMBER OF                   -0-
 
      SHARES       -----------------------------------------------------------
                          SHARED VOTING POWER
   BENEFICIALLY      6    
                                 -0-
     OWNED BY
                   -----------------------------------------------------------
       EACH               SOLE DISPOSITIVE POWER
                     7     
    REPORTING                    -0-
 
      PERSON       -----------------------------------------------------------
                          SHARED DISPOSITIVE POWER
       WITH          8    
                                 -0-
- ------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 9    
          913,130: 911,530 through its direct, wholly-owned subsidiary, NM 
          Capital Management, Inc. and 1,600 through its direct, wholly-owned
          subsidiary, John Hancock Advisers, Inc.
- ------------------------------------------------------------------------------
      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10                  
          N/A 
 
- ------------------------------------------------------------------------------
      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11    
          5.7%

- ------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON*
12
          HC

- ------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!
                               PAGE 4 OF 12 PAGES
<PAGE>

- -----------------------                                  ---------------------
  CUSIP NO. 000361105                   13G                PAGE 5 OF 12 PAGES
- -----------------------                                  ---------------------
 
- ------------------------------------------------------------------------------
      NAME OF REPORTING PERSON
 1    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                          
          NM Capital Management, Inc.
          I.R.S. No. 85-0268885
- ------------------------------------------------------------------------------
      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 2                                                              (a) [_]
          N/A                                                   (b) [_]
                                                 
- ------------------------------------------------------------------------------
      SEC USE ONLY
 3
 

- ------------------------------------------------------------------------------
      CITIZENSHIP OR PLACE OF ORGANIZATION
 4    
          New Mexico

- ------------------------------------------------------------------------------
                          SOLE VOTING POWER
                     5     
     NUMBER OF                   142,020      
 
      SHARES       -----------------------------------------------------------
                          SHARED VOTING POWER
   BENEFICIALLY      6    
                                     -0-
     OWNED BY
                   -----------------------------------------------------------
       EACH               SOLE DISPOSITIVE POWER
                     7     
    REPORTING                    911,530
 
      PERSON       -----------------------------------------------------------
                          SHARED DISPOSITIVE POWER
       WITH          8    
                                     -0-
- ------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 9    
          911,530

- ------------------------------------------------------------------------------
      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10                  
          N/A
 
- ------------------------------------------------------------------------------
      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11    
          5.7%

- ------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON*
12
          IA

- ------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!
                               PAGE 5 OF 12 PAGES

<PAGE>

                         INSTRUCTIONS FOR SCHEDULE 13G

INSTRUCTIONS FOR COVER PAGE

 (1) Names and Social Security Numbers of Reporting Persons - Furnish the full
     legal name of each person for whom the report is filed - i.e., each person
     required to sign the schedule itself - including each member of a group. 
     Do not include the name of a person required to be identified in the report
     but who is not a reporting person.  Reporting persons are also requested to
     furnish their Social Security or I.R.S. identification numbers, although
     disclosure of such numbers is voluntary, not mandatory (see "SPECIAL
     INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G," below).

 (2) If any of the shares beneficially owned by a reporting person are held as a
     member of a group and such membership is expressly affirmed, please check
     row 2(a).  If the membership in a group is disclaimed or the reporting
     person describes a relationship with other persons but does not affirm the
     existence of a group, please check row 2(b) [unless a joint filing pursuant
     to Rule 13d-1(e)(1) in which case it may not be necessary to check row
     2(b)].

 (3) The third row is for SEC internal use; please leave blank.

 (4) Citizenship or Place of Organization - Furnish citizenship if the named
     reporting person is a natural person.  Otherwise, furnish place of
     organization.

 (5)-(9), (11)  Aggregate Amount Beneficially Owned By Each Reporting Person,
     Etc. - Rows (5) through (9) inclusive, and (11) are to be completed in
     accordance with the provisions of Item 4 of Schedule 13G.  All percentages
     are to be rounded off to the nearest tenth (one place after decimal point).

(10) Check if the aggregate amount reported as beneficially owned in row
     (9) does not include shares as to which beneficial ownership is disclaimed
     pursuant to Rule 13d-4[17 CFR 240.13d-4] under the Securities Exchange Act
     of 1934.

(12) Type of Reporting Person - Please classify each "reporting person"
     according to the following breakdown (see Item 3 of Schedule 13G) and place
     the appropriate symbol on the form:

<TABLE> 
<CAPTION> 
                   Category                             Symbol
               <S>                                        <C>  
               Broker Dealer                              BD  
               Bank                                       BK  
               Insurance Company                          IC  
               Investment Company                         IV  
               Investment Adviser                         IA   
               Employee Benefit Plan, Pension Fund,
                 or Endowment Fund                        EP
               Patent Holding Company                     HC
               Corporation                                CO
               Partnership                                PN
               Individual                                 IN
               Other                                      OO

</TABLE> 

Notes:
  Attach as many copies of the second part of the cover page as are needed, one
reporting person per page.
  Filing persons may, in order to avoid unnecessary duplication, answer items on
the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross references to an
item or items on the cover page(s).  This approach may only be used where the
cover page item or items provide all the disclosure required by the schedule
item.  Moreover, such a use of a cover page item will result in the item
becoming a part of the schedule and accordingly being considered as "filed" for
purposes of Section 18 of the Securities Exchange Act or otherwise subject to
the liabilities of that section of the Act.
  Reporting persons may comply with their cover page filing requirements by
filing either completed copies of the blank forms available from the Commission,
printed or typed facsimiles, or computer printed facsimiles, provided the
documents filed have identical formats to the forms prescribed in the
Commission's regulations and meet existing Securities Exchange Act rules as to
such matters as clarity and size (Securities Exchange Act Rule 12b-12).

              SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G

  Under Sections 13(d), 13(g) and 23 of the Securities Exchange Act of 1934 and
the rules and regulations thereunder, the Commission is authorized to solicit
the information required to be supplied by this schedule by certain security

                               Page 6 of 12 pages
<PAGE>

holders of certain issuers.
  Disclosure of the information specified in this schedule is mandatory, except
for Social Security or I.R.S. identification numbers, disclosure of which is
voluntary.  The information will be used for the primary purpose of determining
and disclosing the holdings of certain beneficial owners of certain equity
securities.  This statement will be made a matter of public record.  Therefore,
any information given will be available for inspection by any member of the
public.
  Because of the public nature of the information, the Commission can utilize it
for a variety of purposes, including referral to other governmental authorities
or securities self-regulatory organizations for investigatory purposes or in
connection with litigation involving the Federal securities laws or other civil,
criminal or regulatory statutes or provisions, Social Security or I.R.S.
identification numbers, if furnished, will assist the Commission in identifying
security holders and, therefore, in promptly processing statements of beneficial
ownership of securities.
  Failure to disclose the information requested by this schedule, except for
Social Security or I.R.S. identification numbers, may result in civil or
criminal action against the persons involved for violation of the Federal
securities laws and rules promulgated thereunder.

                              GENERAL INSTRUCTIONS

A. Statements containing the information required by this schedule shall be
   filed not later than February 14 following the calendar year covered by the
   statement or within the time specified in Rule 13d-1(b)(2), if applicable.

B. Information contained in a form which is required to be filed by rules under
   section 13(f) (15 U.S.C. 78m(f)) for the same calendar as that covered by a
   statement on this schedule may be incorporated by reference in response to
   any of the items of this schedule.  If such information is incorporated by
   reference in this schedule, copies of the relevant pages of such form shall
   be filed as an exhibit to this schedule.

C. The item numbers and captions of the items shall be included but the text of
   the items is to be omitted.  The answers to the items shall be so prepared as
   to indicate clearly the coverage of the items without referring to the text
   of the items.  Answer every item.  If an item is inapplicable or the answer
   is in the negative, so state.

ITEM 1.
  (a)Name of Issuer
  (b)Address of Issuer's Principal Executive Offices

ITEM 2.
  (a)Name of Person Filing
  (b)Address of Principal Business Office or, if none, Residence
  (c)Citizenship
  (d)Title of Class of Securities
  (e)CUSIP Number

ITEM 3.  IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
  CHECK WHETHER THE PERSON FILING IS A:
  (a)[_] Broker of Dealer registered under Section 15 of the Act
  (b)[_] Bank as defined in section 3(a)(6) of the Act.
  (c)[_] Insurance Company as defined in section 3(a)(19) of the act
  (d)[_] Insurance Company registered under section 8 of the Investment Company
      Act
  (e)[_] Investment Adviser registered under section 203 of the Investment 
      Advisers Act of 1940
  (f)[_] Employee Benefit Plan, Pension which is subject to the provisions 
      of the Employee Retirement Income Security Act of 1974 or Endowment
      Fund; see (S)240.13d-1(b)(1)(ii)(F)
  (g)[_] Parent Holding Company, in accordance with (S)240.13d-1(b)(ii)(G)
      (Note: See Item 7)
  (h)[_] Group, in accordance with (S)240.13d-1(b)(1)(ii)(H)

ITEM 4.  OWNERSHIP
  If the percent of the class owned, as of December 31 of the year covered by
the statement, or as of the last day of any month described in Rule 13d-1(b)(2),
if applicable, exceeds five percent, provide the following information as of the
date and identify those shares which there is a right to acquire.
  (a)Amount Beneficially Owned
  (b)Percent of Class
  (c)Number of shares as to which such person has:
      (i)sole power to vote or to direct the vote
     (ii)shared power to vote or to direct the vote


                               Page 7 of 12 pages
<PAGE>

  (c)Number of shares as to which such person has:
      (i) sole power to vote or to direct the vote
     (ii) shared power to vote or to direct the vote
    (iii) power to dispose or to direct the disposition of
     (iv) shared power to dispose or to direct the disposition of

Instruction:  For computations regarding securities which represent a right to
  acquire an underlying security see Rule 13d-3(d)(1).

ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
  If this statement is being filed to report the fact that as of the date, the
reporting persons have ceased to be the beneficial owner of more than  five
percent of the class of securities.

Instruction:  Dissolution of a group requires a response to this item.

ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
  If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified.  A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
    SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
  If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identify and the Item 3 classification of the relevant subsidiary.  If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.

ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
  If a group has filed this schedule pursuant to Rule 13D-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group.  If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member
of the group.

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP
  Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity.  See Item 5.

ITEM 10. CERTIFICATION
  The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):
  By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of an do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.

                                   SIGNATURE

  After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

                                         _____________________________________
                                                       Date

                                         _____________________________________
                                                   Signature

                                         _____________________________________
                                                   Name/Title






                               Page 8 of 12 pages
<PAGE>
                                        
  The original statement shall be signed  by each person on whose behalf the
statement is filed or his authorized representative.  If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer of general partner of the filing person, evidence of  the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference. 
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

Note:  Six copies of this statement, including all exhibits, should be filed
with the Commission.

       ATTENTION:  INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS
                              (SEE 18 U.S.C. 1001)

Item 1(a)  Name of Issuer:
           -------------- 
           AAR Corp.

Item 1(b)  Address of Issuer's Principal Executive Offices:
           ----------------------------------------------- 
           1111 Nicholas Blvd.
           Elk Grove Village, IL  60007

Item 2(a)  Name of Person Filing:
           --------------------- 
           This initial filing is made on behalf of John Hancock Mutual Life
           Insurance Company ("JHMLICO"), JHMLICO's direct, wholly-owned
           subsidiary, John Hancock Subsidiaries, Inc., ("JHSI"), JHSI's direct,
           wholly-owned subsidiary, The Berkeley Financial Group ("TBFG") and
           TBFG's direct, wholly-owned subsidiary, NM Capital Management, Inc.
           ("NM").

Item 2(b)  Address of the Principal Office:
           ------------------------------- 
           The principal business offices of JHMLICO and JHSI are located at
           John Hancock Place, P.O. Box 111, Boston, Massachusetts 02117.  The
           principal business office of TBFG is located at 101 Huntington
           Avenue, Boston, Massachusetts 02199.  The principal business office
           of NM is 7510 Montgomery Blvd., NE, Suite 201, Alburquerque, NM 
           87109-1500.

Item 2(c)  Citizenship:
           ----------- 
           JHMLICO and TBFG were organized and exist under the laws of the
           Commonwealth of Massachusetts.  JHSI was organized and exists under
           the laws of the State of Delaware. NM was organized and exists under
           the laws of the State of New Mexico.

Item 2(d)  Title of Class of Securities:
           ---------------------------- 
           Common Stock

Item 2(e)  CUSIP Number:
           ------------ 
           000361105

Item 3     If the Statement is being filed pursuant to Rule 13d-1(b), check
           ----------------------------------------------------------------
           whether the person filing is a:
           ------------------------------- 
<TABLE>
           <S>           <C> <C>  <C>                              
           JHMLICO:      (a) (X)  Broker or Dealer registered under (S)15 of
                                  the Act

                         (c) (X)  Insurance Company as defined in (S)3(a)(19)
                                  of the Act.

                         (e) (X)  Investment Adviser registered under (S)203 of
                                  the Investment Advisers Act of 1940.

                         (g) (X)  Parent Holding Company, in accordance with
                                  (S)240.13d-1(b)(ii)(G).

           JHSI          (g) (X)  Parent Holding Company, in accordance with
                                  (S)240.13d-1(b)(ii)(G).
 
           TBFG          (g) (X)  Parent Holding Company, in accordance with
                                  (S)240.13d-1(b)(ii)(G)
 
           NM            (e) (X)  Investment Adviser registered under (S)203 of
                                  the Investment Advisers Act of 1940.
                                  
</TABLE>
                               PAGE 9 OF 12 PAGES
<PAGE>

Item 4     (a) Amount Beneficially Owned:
               NM beneficially owns 911,530 shares of common stock in various
               advisory accounts.  In addition to the shares owned by NM, TBFG
               beneficially owns 1,600 shares of common stock through its
               direct, wholly-owned subsidiary, John Hancock Advisers, Inc.
               ("Advisers") which manages the JH Advisers Special Value Fund
               under management contract dated October 1, 1993.

           (b) Percent of Class:
               TBFG - 5.7%
               NM   - 5.7%

           (c) (i)   sole power to vote or to direct the vote:
                     NM           142,020 shares
                     Advisers       1,600 shares

               (ii)  shared power to vote or to direct the vote:   -0-

               (iii) sole power to dispose or to direct the disposition of:
                     NM       -   911,530 shares
                     Advisers -     1,600 shares

               (iv)  shared power to dispose or to direct the disposition of:
                     -0-
  
Item 5         Ownership of Five Percent or Less of a Class:
               ---------------------------------------------
               Not Applicable.

Item 6         Ownership of More then Five Percent on Behalf of Another Person:
               --------------------------------------------------------------- 
               See Item 4(a).
  
Item 7         Identification and Classification of the Subsidiary which 
               ---------------------------------------------------------
               Acquired the Security Being Reported on by the Parent Holding
               -------------------------------------------------------------
               Company:
               --------
               See Items 2(a), 3 and 4.
                                   
Item 8         Identification and Classification of Members of the Group:
               --------------------------------------------------------- 
               Not applicable.

Item 9         Notice of Dissolution of a Group:
               -------------------------------- 
               Not applicable.

Item 10        Certification:
               ------------- 
               By signing below the undersigned certified that, to the best of
               its knowledge and belief, the securities referred to above were
               acquired in the ordinary course of business and were not 
               acquired for the purpose of and do not have the effect of 
               changing or influencing the control of the issuer of such 
               securities and were not acquired in connection with or as a
               participant in any transaction having such purpose or effect.


                              PAGE 10 OF 12 PAGES
<PAGE>

                                   SIGNATURE


     After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.


                              JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

                              By: /s/ John T. Farady 
                                 ---------------------------------------------
                              Name:   John T. Farady
                                   -------------------------------------------
Dated:  February 3, 1994      Title:  Vice President and Treasurer
      --------------------          ------------------------------------------


                              JOHN HANCOCK SUBSIDIARIES, INC.

                              By: /s/ John T. Farady
                                 ---------------------------------------------
                              Name:   John T. Farady
                                   -------------------------------------------
Dated:  February 3, 1994      Title:  Vice President and Treasurer
      --------------------          ------------------------------------------


                              THE BERKELEY FINANCIAL GROUP

                              By: /s/ Susan S. Newton                          
                                 ---------------------------------------------
                              Name:   Susan S. Newton                         
                                   -------------------------------------------
Dated:  January 31, 1994      Title:  Vice President
      --------------------          ------------------------------------------


                              NM CAPITAL MANAGEMENT, INC.

                              By: /s/ Christopher N. Meyer
                                 ---------------------------------------------
                              Name:   Christopher N. Meyer
                                   -------------------------------------------
Dated:  January 31, 1994      Title:  Treasurer 
      --------------------          ------------------------------------------









                              PAGE 11 OF 12 PAGES
<PAGE>

                                                                   EXHIBIT A

                             JOINT FILING AGREEMENT
                             ----------------------


     John Hancock Mutual Life Insurance Company, John Hancock Subsidiaries,
Inc., The Berkeley Financial Group and NM Capital Management, Inc. hereby agree
that the Initial Schedule 13G to which this Agreement is attached, relating to
the Common Stock of AAR Corp. is filed on behalf of each of them.


                              JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

                              By: /s/ John T. Farady                          
                                 ---------------------------------------
                              Name:   John T. Farady                         
                                   -------------------------------------
Dated:  February 3, 1994      Title:  Vice President and Treasurer
      --------------------          ------------------------------------


                              JOHN HANCOCK SUBSIDIARIES, INC.

                              By: /s/ John T. Farady
                                 ---------------------------------------
                              Name:   John T. Farady
                                   -------------------------------------
Dated:  February 3, 1994      Title:  Vice President and Treasurer
      --------------------          ------------------------------------


                              THE BERKELEY FINANCIAL GROUP

                              By: /s/ Susan S. Newton
                                 ---------------------------------------
                              Name:   Susan S. Newton
                                   -------------------------------------
Dated:  February 3, 1994      Title:  Vice President
      --------------------          ------------------------------------


                              NM CAPITAL MANAGEMENT, INC.

                              By: /s/ Christopher N. Meyer
                                 ---------------------------------------
                              Name:   Christopher N. Meyer
                                   -------------------------------------
Dated:  February 3, 1994      Title:  Treasurer
      --------------------          ------------------------------------






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