<PAGE>
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
Registration Statement
Under
The Securities Act of 1933
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AAR CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 36-2334820
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1111 NICHOLAS BOULEVARD 60007
ELK GROVE VILLAGE, ILLINOIS (Zip code)
(Address of principal executive offices)
AAR CORP. STOCK BENEFIT PLAN
(FORMERLY KNOWN AS AAR CORP. AMENDED
STOCK OPTION AND INCENTIVE PLAN)
(Full title of the plan)
HOWARD A. PULSIFER
VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
1111 NICHOLAS BOULEVARD
ELK GROVE VILLAGE, ILLINOIS 60007
(Name and address of agent for service)
(708) 439-3939
(Telephone number, including area code, of agent for
service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE: FROM TIME TO TIME IN
ACCORDANCE WITH THE TERMS OF THE PLAN.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Amount Proposed Maximum Proposed Maximum Amount of Registration
Securities to to be Offering Price Per Unit Aggregate Offering Price Fee
be Registered registered (a) (a)
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<S> <C> <C> <C> <C>
Common Stock, $1.00 143,241 shares $13.75 $1,969,564 $679
par value
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Common Stock 143,241 rights (b) (b) (b)
Purchase Rights
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<FN>
(a) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457 (c) under the Securities Act of
1933.
(b) Each unit consists of one share of Common Stock and one related Common Stock Purchase Right. The Rights currently are not
evidenced by separate certificates and may not be transferred except upon transfer of the related shares. The value
attributable to the Common Stock Purchase Rights is reflected in the market price of the Common Stock.
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</TABLE>
<PAGE>
REGISTRATION STATEMENT
Pursuant to General Instruction E of Form S-8, the contents of the Registration
Statement of Registrant on Form S-8, Registration No. 33-26783, filed by the
Registrant with the Securities and Exchange Commission on February 1, 1989,
registering its Common Stock, $1.00 par value per share, and its Common Stock
Purchase Rights, issuable pursuant to the AAR CORP. Stock Benefit Plan, are
hereby incorporated by reference.
Page 2
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
All information required in this registration statement not included in the
Exhibits attached hereto or set forth on the signature page are set forth in the
Registration Statement of the Registrant on Form S-8 (Registration No. 33-26783)
which are incorporated herein by reference.
Item 8. Exhibits.
The Exhibits filed herein are set forth on the exhibit index filed as part of
this Registration Statement on page 6 hereof.
Page 3
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POWER OF ATTORNEY
KNOWN BY ALL MEN BY THESE PRESENTS, that each of the persons signing this
Registration Statement as a director or officer, or both, of AAR CORP., a
Delaware corporation, hereby constitutes and appoints Ira A. Eichner, David P.
Storch, and Howard A. Pulsifer, and each of them, his true and lawful attorneys-
in-fact and agents, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments to the Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Page 4
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of Elk Grove Village, State of Illinois, on January
17, 1995.
AAR CORP.
By:________________________________
Ira A. Eichner
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and
effective on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
- ------------------------------- Chairman of the Board and January 17, 1995
Ira A. Eichner Chief Executive Officer; Director
(Principal Financial Officer)
- ------------------------------- President and Chief Operating January 17, 1995
David P. Storch Officer; Director
- ------------------------------- Vice President - Controller, January 17, 1995
Timothy J. Romenesko Chief Financial Officer & Treasurer
- ------------------------------- Director January 17, 1995
A. Robert Abboud
- ------------------------------- Director January 17, 1995
Howard B. Bernick
- ------------------------------- Director January 17, 1995
Edgar D. Jannotta
- ------------------------------- Director January 17, 1995
Robert D. Judson
- ------------------------------- Director January 17, 1995
Erwin E. Schulze
- ------------------------------- Director January 17, 1995
Joel D. Spungin
- ------------------------------- Director January 17, 1995
Lee B. Stern
- ------------------------------- Director January 17, 1995
Richard D. Tabery
</TABLE>
Page 5
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EXHIBIT INDEX
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Item Exhibits
---- --------
4. Instruments 4.1 Instruments defining the rights of
defining the security holders are hereby incorporated
rights of by reference to Exhibits to the
security holders Registrant's Annual Report on Form 10-K
for the fiscal year ended May 31, 1994.
5. Opinion re 5.1 Opinion of Mr. Howard A. Pulsifer, Vice
legality President, General Counsel and Secretary
(filed herewith, Page 7).
23. Consents 23.1 Consent of KPMG Peat Marwick LLP (filed
herewith, Page 8).
23.2 Consent of Mr. Howard A. Pulsifer, Vice
President, General Counsel and Secretary
(contained in opinion referred to in
Exhibit 5.1)
24. Power of The Power of Attorney immediately precedes the
Attorney signature page hereof (filed herewith, Page 4).
Page 6
<PAGE>
January 17, 1995
EXHIBIT 5.1
AAR CORP.
1111 Nicholas Boulevard
Elk Grove Village, Illinois 60007
Re: AAR CORP. Registration Statement on Form S-8
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Gentlemen:
I am Vice President, General Counsel and Secretary of AAR CORP., a Delaware
corporation (the "Company"), and I am issuing this opinion in connection with
the Company's filing of a Registration Statement on Form S-8 (the "Registration
Statement") with the Securities and Exchange Commission covering certain shares
of the Company's common stock, $1.00 par value, and the associated common stock
purchase rights (collectively, the "Stock"), to be issued pursuant to the terms
of the AAR CORP. Stock Benefit Plan (formerly known as the AAR CORP. Amended
Stock Option and Incentive Plan, and referred to herein as the "Plan"). I have
examined the Restated Certificate of Incorporation and By-Laws of the Company,
each as heretofore amended, the Registration Statement, the Plan and such other
documents, records and data as I have deemed necessary or appropriate for the
purpose of this opinion.
Based on the foregoing, it is my opinion that when the Registration Statement
relating to the Stock is effective, the Stock, upon issuance thereof in
accordance with the terms of the Plan, will have been legally issued, fully paid
and non-assessable.
I hereby consent to the use of my name in the Prospectus and the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
Howard A. Pulsifer
Vice President, General
Counsel and Secretary
Page 7
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EXHIBIT 23.1
The Board of Directors
AAR CORP.:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of AAR CORP. of our report dated July 1, 1994, relating to the consolidated
balance sheets of AAR CORP. and subsidiaries as of May 31, 1994 and 1993, and
the related consolidated statements of income, stockholders' equity, and cash
flows for each of the years in the three-year period ended May 31, 1994, which
report appears in the May 31, 1994 annual report on Form 10-K of AAR CORP.
Chicago, Illinois
February 15, 1995
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