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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)
(847) 439-3939
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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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 (s) (a)
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<S> <C> <C> <C> <C>
Common Stock, $1.00
par value 363,385 shares $26.625 $9,675,126 $2,932
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Common Stock
Purchase Rights 363,385 rights (b) (b) (b)
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(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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GENERAL INSTRUCTIONS
E. REGISTRATION OF ADDITIONAL SECURITIES
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 (formerly
known as the AAR CORP. Amended Stock Option and Incentive Plan), are hereby
incorporated by reference.
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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 is set forth in the
Registration Statement of the Registrant on Form S-8 (Registration No. 33-26783)
which is 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.
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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.
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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 November
1, 1996.
AAR CORP.
By: /s/ David P. Storch
David P. Storch
President 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.
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SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Ira A. Eichner Chairman of the Board; Director November 1, 1996
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Ira A. Eichner
/s/ David P. Storch President and Chief Executive November 1, 1996
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David P. Storch (Principal Executive Officer)
/s/ Timothy J. Romenesko Vice President, Chief Financial
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Timothy J. Romenesko (Principal Financial and
Accounting Officer) November 1, 1996
/s/ A. Robert Abboud Director November 1, 1996
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A. Robert Abboud
/s/ Howard B. Bernick Director November 1, 1996
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Howard B. Bernick
/s/ Edgar D. Jannotta Director November 1, 1996
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Edgar D. Jannotta
/s/ Robert D. Judson Director November 1, 1996
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Robert D. Judson
/s/ Erwin E. Schulze Director November 1, 1996
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Erwin E. Schulze
/s/ Joel D. Spungin Director November 1, 1996
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Joel D. Spungin
/s/ Lee B. Stern Director November 1, 1996
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Lee B. Stern
/s/ Richard D. Tabery Director November 1, 1996
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Richard D. Tabery
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EXHIBIT INDEX
Item Exhibits
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4. Instruments defining 4.1 Instruments defining the rights of
the rights of security holders are hereby incorporated
security holders by reference as Exhibits to the
Registrant's Annual Report on Form 10-K
for the fiscal year ended May 31, 1996.
4.2 First Amendment to AAR CORP. Stock Benefit
Plan (filed herewith, Page 7).
5. Opinion re legality 5.1 Opinion of Mr. Howard A. Pulsifer, Vice
President, General Counsel and Secretary
(filed herewith, Page 8).
23. Consents 23.1 Consent of KPMG Peat Marwick LLP (filed
herewith, Page 9).
23.2 Consent of Mr. Howard A. Pulsifer, Vice
President, General Counsel and Secretary
(contained in opinion referred to in
Exhibit 5)
24. Power of Attorney The Power of Attorney immediately precedes the
signature page hereof (filed herewith, Page 4).
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EXHIBIT 4.2
FIRST AMENDMENT TO
AAR CORP. STOCK BENEFIT PLAN
WHEREAS, AAR CORP. (the "Company") adopted the AAR CORP. Stock Benefit Plan
(the "Plan") and reserved the right to amend the Plan; and
WHEREAS, the Company deems it to be in its best interest to amend the Plan
as described below.
NOW, THEREFORE, the Plan is hereby amended as follows, effective
immediately upon stockholder approval thereof:
The first sentence of Section 4.1 is amended to read as follows:
"The total number of Shares that may be available for Awards under the
Plan at any date shall be the aggregate of (1) the sum of 0.9% of the
total number of issued and outstanding Shares on each of January 1,
1992, 1993, 1994 and 1995, plus (2) the sum of 2% of the total number
of issued and outstanding Shares on January 1, 1996 and on January 1st
of each subsequent calendar year commencing within the Applicable
Period and on or prior to the date the total number of Shares is
determined, minus (3) the total number of Shares that have been
subject to Awards granted under the Plan after July 16, 1992;
provided, however, that with respect to Awards granted to Grantees who
are not subject to Section 16 of the Securities Exchange Act of 1934,
the number of Shares available pursuant to this sentence shall be
increased by the number of Shares (i) delivered by any Grantee, or
(ii) withheld by the Company, pursuant to Section 14 or 20 of the Plan
in connection with the exercise of an Option."
This First Amendment has been executed by the Company by its duly
authorized officer on July 29, 1996 and attested by its Secretary.
AAR CORP.
By /s/ Ira A. Eichner
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Ira A. Eichner, Chairman
ATTEST:
/s/ Howard A. Pulsifer
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Howard A. Pulsifer, Secretary
SEAL
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November 1, 1996
EXHIBIT 5.1
AAR CORP.
1111 Nicholas Boulevard
Elk Grove Village, Illinois 60007
Re: AAR CORP. Registration Statement on Form S-8
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,
/s/ Howard A. Pulsifer
Howard A. Pulsifer
Vice President, General
Counsel and Secretary
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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 June 28, 1996, relating to the consolidated
balance sheets of AAR CORP. and subsidiaries as of May 31, 1996 and 1995, 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, 1996, which
report appears in the May 31, 1996 annual report on Form 10-K of AAR CORP.
KPMG Peat Marwick LLP
Chicago, Illinois
October 25, 1996
