<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM 10-K/A
-------------
Amendment No. 1
[x] AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December
31, 1993
or
[_] AMENDMENT TO TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the transition period from
___________ to ___________
Commission file number: 1-8306
------
AIR EXPRESS INTERNATIONAL CORPORATION
- - ---------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-2074327
- - ------------------------------------- -----------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) No.)
120 Tokeneke Road
Darien, Connecticut 06820
(203) 655-7900
- - ---------------------------------------------------------------------------
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
- - ------------------------------------- -----------------------------------
Common Stock, $.01 par value American Stock Exchange<F1>
Convertible Subordinated Debentures American Stock Exchange
Due 2003
Securities registered pursuant to Section 12(g) of the Act:
None
- - ---------------------------------------------------------------------------
(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [x] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statement incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [x].
The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of March 24, 1994 was $240,189,046.
The number of shares of common stock outstanding as of March 24, 1994 was
11,570,549.
_____________________
[FN]
<F1> 1. Effective April 5, 1994, the Common Stock ceased trading on the
American Stock Exchange and commenced trading in the NASDAQ National
Market System. Application has been made pursuant to Section 12(d) of
the Securities Exchange Act of 1934 for withdrawal of the Common Stock
from listing and registration on the American Stock Exchange.<PAGE>
<PAGE>
INTRODUCTORY NOTE
-----------------
This Amendment on Form 10-K/A amends and restates in their
entirety Items 10, 11, 12 and 13 of the Annual Report on Form 10-K of
Air Express International Corporation (the "Company") for the fiscal
year ended December 31, 1993 to furnish information previously omitted
therefrom pursuant to Paragraph G(3) of the General Instructions to
Form 10-K.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
--------------------------------------------------
(a) DIRECTORS OF THE REGISTRANT
---------------------------
The following table sets forth certain information
concerning the directors of the Company as of April 20, 1994:
<TABLE>
<CAPTION>
Director
Principal Occupation Continuously
Name Age and Other Directorships Since
---- --- ----------------------- ------------
<S> <C> <S> <C>
Hendrik J. Hartong, Jr. 55 Chairman of the Company since 1985 1985
(Chief Executive Officer from 1985
to 1989); General Partner since
1985 of Brynwood Management and
since 1988 of Brynwood Management
II L.P., entities that serve,
respectively, as managing general
partner of Brynwood Partners
Limited Partnership and Brynwood
Partners II L.P., private
investment partnerships. Director
of Hurco Companies, Inc. and Arrow
International, Inc.
Guenter Rohrmann 55 President and Chief Executive 1985
Officer of the Company since 1989
(President and Chief Operating
Officer from 1985 to 1989).
John M. Fowler 45 Executive Vice President of 1985
Travelers Inc. (formerly Primerica
Corporation), New York, New York,
since 1991 (Senior Vice President
from 1986 to 1991). Director of
Transatlantic Holdings, Inc.
Leo T. Heessels 70 Retired executive. Director of 1989
United Glass Works and DAF Leyland
Truck Industries, both
headquartered in Holland.
Donald J. Keller 62 Chairman of the Board of B. 1990
Manischewitz Company since March
1993 (President, Co-Chief Executive
Officer and a director from May
1992 to March 1993); consultant and
private investor from 1989 to May
1992; President, Chief Operating
Officer and a director of West
Point Pepperell, Inc., a textile
and apparel manufacturing and
marketing company, from 1986
through 1989. Director of Sysco
Corporation.
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<PAGE>
Director
Principal Occupation Continuously
Name Age and Other Directorships Since
---- --- ----------------------- ------------
Andrew L. Lewis IV 37 President, KRR Partners L.P., a 1986
private investment partnership,
since July 1993; independent
business consultant from July 1990
to March 1993; Chief Executive
Officer of Environmental Management
Services, an environmental
consulting firm, from 1988 to 1990.
Director of Hurco Companies, Inc.
and Independence Blue Cross of
Philadelphia.
Richard T. Niner 55 General Partner since 1985 of 1985
Brynwood Management and since 1988
of Brynwood Management II L.P.,
entities that serve, respectively,
as managing general partner of
Brynwood Partners Limited
Partnership and Brynwood Partners
II L.P., private investment
partnerships. Director of Arrow
International, Inc., SL Industries,
Inc., Wiltek, Inc., and Hurco
Companies, Inc.
</TABLE>
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has an Executive Committee, an Audit
Committee, a Compensation and Stock Option Committee and a Nominating
Committee.
The Executive Committee (consisting of Messrs. Hartong, Niner
and Rohrmann) has all of the powers of the Board of Directors between
meetings of the Board, subject to Delaware law.
The Audit Committee (consisting of Messrs. Lewis, Keller and
Niner) has the responsibility of meeting with the Company's
independent accountants and internal auditors to review the plan,
scope and results of the audits of the Company's annual financial
statements and the recommendations of the independent accountants
regarding the Company's internal accounting systems and controls. The
Committee also recommends the appointment of the independent
accountants for the ensuing year.
The Compensation and Stock Option Committee (consisting of
Messrs. Fowler, Hartong, Heessels and Keller) reviews and approves the
compensation of officers, including the Chief Executive Officer,
reviews and approves the Company's incentive compensation plans and
administers the Company's stock option plans.
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<PAGE>
The Nominating Committee (consisting of Messrs. Fowler,
Hartong and Niner, screens and selects candidates to stand for
election as directors of the Company.
During the fiscal year ended December 31, 1993, there were
five meetings of the Board of Directors, three meetings of the
Executive Committee and one meeting of each of the Audit Committee,
the Compensation and Stock Option Committee and the Nominating
Committee. Each director attended more than 75% of the meetings of
the Board of Directors and of each committee thereof on which he
serves.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires that the Company's directors and executive officers,
and each person who owns more than ten percent of the Company's Common
Stock, file with the Securities and Exchange Commission an initial
report of beneficial ownership and subsequent reports of changes in
beneficial ownership of the Company's Common Stock. To the Company's
knowledge, all reports required to be so filed by such persons have
been filed on a timely basis. The Company believes that all of its
directors and executive officers, and those persons who beneficially
owned more than ten percent of the Company's Common Stock, complied
with all filing requirements applicable to them with respect to
transactions during the fiscal year ended December 31, 1993.
DIRECTOR COMPENSATION
Each director who is not an officer of the Company receives a
fee of $12,000 per year and $1,000 for each day of attendance at
meetings of the Board of Directors or any committee thereof.
Each director of the Company holds office for a term expiring
at the next annual meeting of shareholders following his election and
until his successor is duly elected and qualified.
(b) EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------
Reference is made to the information with respect to
executive officers of the Company set forth in Part I of this Annual
Report on Form 10-K immediately following Item 4 - Submission of
Matters to a Vote of Security Holders.
Each officer of the Company holds office for a term expiring
at the first meeting of the Board of Directors of the Company
following the Annual Meeting of the Company's shareholders and until
his successor is duly elected and has qualified.
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<PAGE>
ITEM 11. EXECUTIVE COMPENSATION.
----------------------
Annual compensation paid to executive officers of the Company
consists solely of salary and bonus. Officers also receive an
allowance of $6,000 per year to defray automobile expenses but do not
receive any other perquisites. Long-term compensation consists solely
of the grant of stock options.
SUMMARY COMPENSATION TABLE
The following table sets forth the cash compensation, as well
as certain other compensation, paid or accrued by the Company for each
of the years in the three-year period ended December 31, 1993, to the
Chief Executive Officer and each of the four most highly compensated
executive officers of the Company other than the Chief Executive
Officer in all capacities in which they served:
<TABLE>
<CAPTION>
Long-Term All other
Compen- Compen-
Annual Compensation sation sation(1)
------------------- -------- ---------
Securities
Underlying
Name and Principal Options
Position Year Salary Bonus (# of Shares)
------------------ ---- ------ ----- -------------
<S> <C> <C> <C> <C> <C>
Guenter Rohrmann - 1993 $400,000 $350,000 30,000 $ 14,150
President and 1992 380,000 250,000 - 13,732
Chief Executive 1991 360,000 200,000 - 13,333
Officer
Hendrik J. Hartong, Jr. - 1993 $250,000 $225,000 20,000 $ 14,150
Chairman of 1992 240,000 125,000 - 13,372
the Board 1991 225,000 100,000 - 13,333
Robert J. O'Connell - 1993 $170,000 $ 60,000 15,000 $ 13,725
Vice President-General 1992 160,000 45,000 - 12,300
Manager-North America 1991 150,000 25,000 - 10,500
Dennis M. Dolan - 1993 $130,000 50,000 10,000 $ 10,800
Vice President - Chief 1992 120,000 25,000 - 8,700
Financial Officer 1991 115,000 15,000 - 7,800
Daniel J. McCauley - 1993 $120,000 20,000 5,000 7,956
Vice President, 1992 111,000 10,000 - 4,725
General Counsel 1991(2) 44,000 - 11,250(3) -
and Secretary
____________________
<FN>
(1) Consists of contributions by the Company to its 401(k) Retirement Plan,
which covers substantially all U.S.-based employees who are not covered
by a collective bargaining agreement. The Company contributes (i) a sum
equal to 3% of the salary of each eligible employee and (ii) a further
sum, not exceeding 3% of the employee's salary, equal to the amount, if
any, contributed by the employee, subject to certain limitations imposed
by the Internal Revenue Code. A participant's interest in the Company's
contributions to the plan vests at the rate of 20% for each of the first
five years of service and is fully vested thereafter.
(2) Mr. McCauley commenced employment with the Company on August 1, 1991.
(3) Adjusted for a three-for-two stock split in 1992.
</TABLE>
<PAGE>
<PAGE>
STOCK OPTION GRANTS IN 1993
The following table sets forth information with respect to
the grant of stock options during 1993 to the executive officers named
in the Summary Compensation Table:
<TABLE>
<CAPTION>
Individual Grants
------------------------------------------------------------------------------
Percent of
Total Options Potential Realizable Value
Granted to Exercise at Assumed Annual Rates of
Granted(1) Employees Price Expiration Stock Price Appreciation
Name (# of Shares in 1993(2) per Share Date for Option Term(3)
----------------------- ------------ ---------- --------- ------ ------------------------
5% 10%
---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Guenter Rohrmann 30,000 6.7% $27.75 1/17/98 $230,100 $508,800
Hendrik J. Hartong, Jr. 20,000 4.5% $27.75 1/17/98 $153,400 $339,200
Robert J. O'Connell 15,000 3.3% $27.75 1/17/98 $115,050 $254,400
Dennis M. Dolan 10,000 2.2% $27.75 1/17/98 $ 76,700 $169,600
Daniel J. McCauley 5,000 1.1% $27.75 1/17/98 $ 38,350 $ 84,800
-------------------------
<FN>
(1) All options were granted at an exercise price equal to the market value on the date of grant.
(2) Options with respect to a total of 448,000 shares were granted to employees in 1993. In addition,
149,000 previously outstanding options (none of which was held by any of the executive officers named in
the table) were repriced.
(3) Represents the potential appreciation of the options over their stated term of five-years, based upon
assumed compounded rates of appreciation of 5% per year (equivalent to 27.6%) and 10% per year
(equivalent to 61.1%). The amounts set forth in these columns are not intended as forecasts of future
appreciation, which is dependent upon the actual increase, if any, in the market price of the underlying
shares, and there is no assurance that the amounts of appreciation shown in the table actually will be
realized.
</TABLE>
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<PAGE>
AGGREGATE OPTION EXERCISES IN 1993 AND
OPTION VALUES AT DECEMBER 31, 1993
The following table sets forth for each of the individuals
named in the Summary Compensation Table, information with respect to
the exercise of stock options during 1993 and holdings of unexercised
options at the end of the year:
<TABLE>
<CAPTION>
Number of Number of
Shares Shares Subject Value of Unexercised
Acquired Value To Unexercised In-the-Money
Name on Exercise Realized(1) Options at Year-End Options at Year-End(1)
---- ----------- ----------- ------------------------- ---------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Guenter Rohrmann . . . . - - 84,375 46,875 $1,121,513 $222,075
Hendrik J. Hartong, Jr. . - - - 20,000 - -
Robert J. O'Connell . . . - - 5,625 15,000 $ 75,881 -
Dennis M. Dolan . . . . . - - 11,250 12,812 $ 76,837 $ 18,109
Daniel J. McCauley . . . - - 5,625 10,625 $ 50,906 $ 50,906
_____________________
<FN>
(1) Based on the excess of (i) the aggregate market value (closing price on the American Stock Exchange) on December 31,
1993 over (ii) the aggregate exercise price.
</TABLE>
EMPLOYMENT CONTRACTS AND CHANGE-OF-CONTROL ARRANGEMENTS
The Company is party to an employment agreement with each of
Messrs. Rohrmann and Hartong that provides for an annual base salary
and such annual bonus and incentive compensation as the Board of
Directors may determine. The base salary is subject to review
annually and currently is $420,000 in the case of Mr. Rohrmann and
$260,000 in the case of Mr. Hartong. By its terms, each agreement
will expire December 31, 1996, but the expiration date will be
automatically extended to December 31, 1997 unless the Board of
Directors elects, within sixty days after January 1, 1995, to
terminate the agreement and to pay in a lump sum the balance of the
base salary due thereunder through December 31, 1996. Each agreement
further provides that in event of a change of control (as defined
below), either party may terminate the executive's employment at any
time, and upon such termination, the Company would be required to pay
in a lump sum the balance of the base salary due through the unexpired
term of the agreement (but not less than two times the annual base
salary). A "change of control" is currently defined in each agreement
as (i) the acquisition by any person, entity or group of shares of the
Company's Common Stock representing more than 40% of the shares
outstanding or (ii) the sale or other disposition by the Company of
all or substantially all of its assets.
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<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
---------------------------------------------------
MANAGEMENT.
----------
The following table sets forth as of April 20, 1994 (except
as otherwise noted) information with respect to the beneficial
ownership of the Company's Common Stock by (i) each person known by
the Company to beneficially own more than five percent of the
outstanding Common Stock of the Company, (ii) each executive officer
of the Company named in the Summary Compensation Table, (iii) each
director of the Company and (iv) all directors and executive officers
of the Company as a group. Unless otherwise indicated in the
footnotes to this table, beneficial ownership of shares represents
sole voting and investment power with respect to those shares:
<TABLE>
<CAPTION>
Percentage of
Name and Address Shares Owned Outstanding
of Beneficial Owner Beneficially Shares (1)
------------------- ------------ ------------
<S> <C> <C>
Neuberger & Berman (2) . . . . . . . . 1,409,600 12.2%
605 Third Avenue
New York, New York 10158
The Prudential Insurance Company
of America (3) . . . . . . . . . . . 632,916 5.5%
Prudential Plaza
Newark, New Jersey 08102-3777
Quest Advisory Corp. (4) . . . . . . . 685,175 5.9%
1414 Avenue of the Americas
New York, New York 10019
Wellington Management Company (5) . . . 989,879 8.4%
75 State Street
Boston, Massachusetts 02109
Hendrik J. Hartong, Jr. (6). . . . 715,724 6.2%
Guenter Rohrmann (7) . . . . . . . . . 159,749 1.4%
Robert J. O'Connell (8) . . . . . . . . 15,257 (12)
Dennis M. Dolan (9) . . . . . . . . . . 32,157 (12)
Daniel J. McCauley (10) . . . . . . . . 9,687 (12)
John M. Fowler . . . . . . . . . . . . 20,250 (12)
Leo T. Heessels . . . . . . . . . . . . - -
Donald J. Keller . . . . . . . . . . . 2,250 (12)
Andrew L. Lewis IV . . . . . . . . . . - -
Richard T. Niner (11) . . . . . . . . . 707,385 6.1%
All directors and executive
officers as a group (consisting
of 12 persons) . . . . . . . . . . . . 1,692,528 14.6%
------------------------------
<FN>
(1) Shares issuable to any person upon the conversion of outstanding 6%
Convertible Subordinated Debentures Due 2003 (the "Debentures") owned by
that person, as well as shares issuable upon the exercise of presently
exercisable stock options owned by that person, are deemed outstanding
for the purpose of computing the number and percentage of outstanding
shares owned by that person (and any group that includes that person)
but are not deemed outstanding for the purpose of computing the
percentage of outstanding shares owned by any other person.
(2) Based on information set forth in a statement on Schedule 13G filed by
Neuberger & Berman ("N&B"), at January 31, 1994 N&B owned an aggregate
of 1,409,600 shares on behalf of clients for whom it acts as an
investment advisor. In addition, at that date partners of N&M owned in
their personal accounts an aggregate of 8,700 shares, as to which N&B
disclaims beneficial ownership.
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<PAGE>
(3) Based on information set forth in a statement on Schedule 13G filed by
The Prudential Insurance Company of America ("Prudential"), at December
31, 1993 Prudential owned 540,466 shares for its own account and had
sole or shared voting and/or dispositive power with respect to an
aggregate of 92,450 additional shares held by or for the benefit of its
clients.
(4) Based on information set forth in a statement on Schedule 13G filed
jointly by Quest Advisory Corp. ("Quest"), Quest Management Company
("QMC") and Charles M. Royce, at February 10, 1993, Quest owned an
aggregate of 650,625 shares and its affiliate QMC owned an aggregate of
34,550 shares, in each case on behalf of clients for whom it acts as an
investment advisor. Mr. Royce may be deemed to be a controlling person
of Quest and QMC and, as such, may be deemed to beneficially own the
shares held by Quest and QMC, respectively.
(5) Based on information set forth in Schedule 13G filed by Wellington
Management Corporation ("Wellington"), at February 10, 1994 Wellington
shared voting and dispositive power with respect to an aggregate of
989,879 shares owned by clients for whom it acts as an investment
advisor.
(6) Includes 5,000 shares issuable upon the exercise of presently
exercisable stock options, 1,467 shares issuable upon the conversion of
$50,000 principal amount of Debentures owned by Mr. Hartong and 11,816
shares held in custodial accounts for the benefit of Mr. Hartong's
children. Also includes 474,975 shares owned by Brynwood Partners II
L.P., a private investment partnership. Mr. Hartong is a general
partner of Brynwood Management II L.P., a limited partnership that
serves as general partner of Brynwood Partners II L.P.
(7) Includes 33,750 shares issuable upon the exercise of presently
exercisable stock options and 1,321 shares issuable upon the conversion
of $45,000 principal amount of Debentures owned by Mr. Rohrmann.
(8) Includes 7,375 shares issuable upon the exercise of presently
exercisable stock options and 29 shares issuable upon the conversion of
a Debenture, in the principal amount of $1,000, owned by Mr. O'Connell.
(9) Includes 16,562 shares issuable upon the exercise of presently
exercisable stock options and 293 shares issuable upon the conversion of
$10,000 principal amount of Debentures owned by Mr. Dolan.
(10) Consists of 9,687 shares issuable upon the exercise of presently
exercisable stock options.
(11) Includes 2,250 shares held in custodial accounts for the benefit of Mr.
Niner's children. Also includes 474,975 shares owned by Brynwood
Partners II L.P. Mr. Niner is a general partner of Brynwood Management
II L.P., which serves as the general partner of Brynwood Partners II
L.P.
(12) Less than 1%.
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
----------------------------------------------
During 1993, the Company paid to (a) Brynwood Management, a
partnership of which Messrs. Hartong and Niner are general partners,
$60,000 for investment banking and related services and (b) Mr. Niner
$60,000 for financial advisory services.
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<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
Amendment to its Annual Report on Form 10-K to be signed on its behalf
by the undersigned, thereunto duly authorized.
AIR EXPRESS INTERNATIONAL CORPORATION
Registrant
By:/s/ Daniel J. McCauley
----------------------------------------
Daniel J. McCauley,
Vice President, Secretary
and General Counsel
Dated: April 28, 1994
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