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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 (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
ONE AAR PLACE 60191
1100 N. WOOD DALE ROAD (Zip code)
WOOD DALE, ILLINOIS
(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
ONE AAR PLACE
1100 N. WOOD DALE ROAD
WOOD DALE, ILLINOIS 60191
(Name and address of agent for service)
(630) 227-2000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF AMOUNT PROPOSED PROPOSED AMOUNT OF
SECURITIES TO TO BE MAXIMUM MAXIMUM REGISTRATION
BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE FEE
PER UNIT OFFERING PRICE
(a) (a)
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<S> <C> <C> <C> <C>
Common Stock, 552,208 shares $19.97 $11,026,904 $3,065.48
$1.00 par value
Common Stock 368,157 shares (b) (b) (b)
Purchase Rights
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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 .6667 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
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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
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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 Wood Dale, Illinois, on January 11, 1999.
AAR CORP.
By: /s/ David P. Storch
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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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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Ira A. Eichner Chairman of the Board; Director January 11, 1999
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Ira A. Eichner
/s/ David P. Storch President and Chief Executive Officer; January 11, 1999
- ------------------------------------- Director
David P. Storch (Principal Executive Officer)
/s/ Timothy J. Romenesko Vice President, Chief Financial Officer January 11, 1999
- ------------------------------------- (Principal Financial and Accounting
Timothy J. Romenesko Officer)
/s/ A. Robert Abboud Director January 11, 1999
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A. Robert Abboud
/s/ Howard B. Bernick Director January 11, 1999
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Howard B. Bernick
/s/ Edgar D. Jannotta Director January 11, 1999
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Edgar D. Jannotta
/s/ Robert D. Judson Director January 11, 1999
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Robert D. Judson
Director January 11, 1999
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Erwin E. Schulze
/s/ Joel D. Spungin Director January 11, 1999
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Joel D. Spungin
/s/ Lee B. Stern Director January 11, 1999
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Lee B. Stern
/s/ Richard D. Tabery Director January 11, 1999
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Richard D. Tabery
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EXHIBIT INDEX
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Item Exhibits
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4. Instruments defining 4.1 Instruments defining the rights of
the rights of security security holders are hereby incorporated
holders by reference as Exhibits to the
Registrant's Annual Report on Form 10-K
for the fiscal year ended May 31, 1998.
5. Opinion re legality 5.1 Opinion of Mr. Howard A. Pulsifer,
Vice President, General Counsel and
Secretary (filed herewith, Page 7).
23. Consents 23.1 Consent of KPMG 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)
24. Power of Attorney The Power of Attorney immediately precedes the
signature page hereof (filed herewith, Page 4).
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January 11, 1999
EXHIBIT 5.1
AAR CORP.
1100 N. Wood Dale Road
Wood Dale, Illinois 60191
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,
/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 24, 1998, relating to the consolidated
balance sheets of AAR CORP. and subsidiaries as of May 31, 1998 and 1997, 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, 1998, which
report appears in the May 31, 1998 annual report on Form 10-K of AAR CORP.
/s/ KPMG LLP
Chicago, Illinois
January 22, 1999
