As filed with the Securities and Exchange Commission on April 29, 1997
Registration No. 333-
======================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
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.)
ONE AAR PLACE
1100 N. WOOD DALE ROAD
WOOD DALE, ILLINOIS 60191
(Address of principal executive offices, including zip code)
AAR CORP. NONEMPLOYEE DIRECTORS'
DEFERRED COMPENSATION PLAN
(Full title of the plan)
HOWARD A. PULSIFER, ESQ.
ONE AAR PLACE
1100 N. WOOD DALE ROAD
WOOD DALE, ILLINOIS 60191
(Name and address of agents for service)
(630) 227-2000
(Telephone numbers, including area codes, of agents for service)
WITH A COPY TO:
ROBERT J. REGAN, ESQ.
SCHIFF HARDIN & WAITE
7200 SEARS TOWER
CHICAGO, ILLINOIS 60606
(312) 258-5606
---------------------------------
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================
Proposed Proposed
maximum maximum
offering price aggregate Amount of
Title of Securities to be Amount per share offering price registration fee
Registered to be (1) (1) (1)
registered
<S> <C> <C> <C> <C>
Common Stock, $1.00 par 150,000 $29.1875 $4,378,125 $1,327
value (including
associated Common Stock
purchase rights)
Interests in the Plan (2) (2) (2) (2)
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</TABLE>
(1) Estimated on the basis of $29.1875 per share, the average of the
high and low prices of the Common Stock on April 28, 1997, as
reported on the New York Stock Exchange pursuant to Rule 457(h).
(2) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the AAR CORP.
Nonemployee Directors' Deferred Compensation Plan for which no
separate fee is required.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
(a) The Annual Report on Form 10-K of AAR CORP. (the "Registrant")
for the fiscal year ended May 31, 1996;
(b) The Quarterly Reports on Form 10-Q of the Registrant for the
quarters ended August 31, 1996, November 30, 1996 and February
28, 1997; and
(c) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statements on Form 8-A filed with
the Commission on July 29, 1987 and October 20, 1987.
All documents subsequently filed by the Registrant and/or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Fourteenth of the Registrant's Restated Certificate of
Incorporation provides that no director of the Registrant shall have
personal liability to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director, but this provision
does not eliminate or limit the liability of a director (a) for any
breach of the director's duty of loyalty to the Registrant or its
stockholders, (b) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (c) under
section 174 of the General Corporation Law of the State of Delaware (the
"GCL") or (d) for any transaction from which the director derived an
improper personal benefit.
<PAGE> 4
Reference is made to Section 145 of the GCL, which provides for
indemnification of directors and officers in certain circumstances.
Article Fifteenth of the Registrant's Restated Certificate of
Incorporation provides for indemnification of the Registrant's officers
and directors (and those serving in such capacity with another
corporation at the request of the Registrant) to the fullest extent
provided by the GCL and other applicable laws as currently in effect and
as they may be amended in the future.
The Registrant has directors' and officers' liability insurance with
provides, subject to certain policy limits, deductible amounts and
exclusions, coverage for all persons who have been, are or may in the
future be, directors or officers of the Registrant against amounts which
such person must pay resulting from claims made against them by reason of
their being such directors or officers during the policy period for
certain breaches of duty, omissions or other acts done or wrongfully
attempted or alleged.
The Registrant has entered into Indemnification Agreements with each
of its directors and executive officers containing, among other things,
provisions similar to those in the Registrant's Restated Certificate of
Incorporation, including provisions requiring indemnification to the full
extent permitted by the GCL and the prompt advancement of expenses under
the certain circumstances. In addition, the Indemnification Agreements
require the Registrant to maintain directors' and officers' liability
insurance at specified levels, subject to certain exceptions, and, if
such coverage is not maintained, to indemnify the directors and executive
officers to the full extent of such coverage.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed herewith or incorporated by reference herein are
set forth in the Exhibit Index filed as part of this registration
statement on page 7 hereof.
ITEM 9. UNDERTAKINGS.
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;
<PAGE> 5
(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; 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 by the
Registrant pursuant to Section 13 or 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and each filing of the
Plan's annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration
statement 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.
<PAGE> 6
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act 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 the
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 Act and will be governed by the final adjudication of such issue.
SIGNATURES
THE REGISTRANT. 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 Town of Wood Dale,
State of Illinois, on April 8, 1997.
AAR CORP.
(Registrant)
By: /s/ David P. Storch
--------------------------
David P. Storch
President and Chief Executive
Officer
<PAGE> 7
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints David P. Storch and Howard A. Pulsifer, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned, with
full power of substitution and resubstitution, for and in the name, place
and stead of the undersigned, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing
requisite and necessary to be done, fully to all intents and purposes as
the undersigned might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Ira A. Eichner Chairman of the Board and April 8, 1997
- -------------------------- Founder; Director
Ira A. Eichner
/s/ David P. Storch President and Chief Executive April 8, 1997
- -------------------------- Officer; Director (Principal
David P. Storch Executive Officer)
/s/ Timothy J. Romenesko Vice President, Chief Financial April 8, 1997
- -------------------------- Officer and Treasurer (Principal
Timothy J. Romenesko Financial and Accounting
Officer)
/s/ A. Robert Abboud Director April 8, 1997
- --------------------------
A. Robert Abboud
/s/ Howard B. Bernick Director April 8, 1997
- --------------------------
Howard B. Bernick
- -------------------------- Director
Edgar D. Jannotta
/s/ Robert D. Judson Director April 8, 1997
- --------------------------
Robert D. Judson
<PAGE> 8
/s/ Erwin E. Schulze Director April 8, 1997
- --------------------------
Erwin E. Schulze
/s/ Joel D. Spungin Director April 8, 1997
- --------------------------
Joel D. Spungin
/s/ Lee B. Stern Director April 8, 1997
- --------------------------
Lee B. Stern
/s/ Richard D. Tabery Director April 8, 1997
- --------------------------
Richard D. Tabery
<PAGE> 9
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the Plan Administrator has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the Town of Wood Dale, State of Illinois, on April 8, 1997.
AAR CORP. NONEMPLOYEE DIRECTORS'
DEFERRED COMPENSATION PLAN
By: /s/ Robert J. Naughton
-------------------------------
Robert J. Naughton
<PAGE> 10
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
23 Consent of KMPG Peat Marwick LLP.
24 Powers of Attorney (contained on the
signature pages hereto).
EXHIBIT 23
CONSENT OF KPMG PEAT MARWICK LLP
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.
/s/ KPMG PEAT MARWICK LLP
Chicago, Illinois
April 25, 1997
