<PAGE>
As filed with the Securities and Exchange Commission on April 1, 1994
Registration No. 33-
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
Registration Statement
Under the
Securities Act of 1933
--------------------
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 No.)
Incorporation or Organization)
120 Tokeneke Road
Darien, Connecticut 06820
(Address, Including Zip Code, of Principal Executive Offices)
1991 Incentive Stock Plan
(Full Title of Plan)
Daniel J. McCauley
Vice President, Secretary and General Counsel
Air Express International Corporation
120 Tokeneke Road
Darien, Connecticut 06820
203-655-7900
(Name and Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent For Service)
-----------------------
Copies to:
Stephen H. Cooper, Esq.
Weil, Gotshal & Manges
767 Fifth Avenue
New York, New York 10153
212-310-8000
-----------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================================================
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered (1) Share (2) Price (2) Registration Fee (2)
Common Stock, $.01 par value 750,000 shs. $23.1875 $17,390,625 $5,997
<PAGE>
<PAGE>
<FN>
(1) Plus such indeterminate number of additional shares as may be issuable as a consequence of stock splits, stock
dividends and other events.
(2) Pursuant to Rule 457 under the Securities Act of 1933, as amended (the "Securities Act"), the proposed maximum
aggregate offering price and the registration fee are based upon the average of the high and low prices per share of
the Registrant's Common Stock reported on the American Stock Exchange Composite Tape on March 28, 1994.
</TABLE>
================================================================
<PAGE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in
this Part I will be sent or given to employees as specified by
Rule 428(b)(1) under the Securities Act. Such documents are not
filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under
the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
<PAGE>
<PAGE>
REOFFER PROSPECTUS
AIR EXPRESS INTERNATIONAL CORPORATION
750,000 SHARES OF COMMON STOCK UNDER THE
AIR EXPRESS INTERNATIONAL CORPORATION
1991 INCENTIVE STOCK PLAN
This Prospectus is being furnished in connection with the
offering from time to time by certain persons (the "Selling
Shareholders") of shares of Common Stock of Air Express International
Corporation (the "Company") acquired by the Selling Shareholders upon
the exercise of options issued under the Company's 1991 Incentive
Stock Plan (the "1991 Plan").
----------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS OR ANY SUPPLEMENT
HERETO. ANY REPRESENTATION
TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------------------------------------
April 1, 1994
<PAGE>
<PAGE>
---------------------
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN
THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY SECURITIES BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH
OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER
ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
--------------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports and other information with
the Securities and Exchange Commission (the "Commission"). Reports,
proxy statements and other information filed by the Company with the
Commission can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 or at its Regional Offices
located at the Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade Center,
13th Floor, New York, New York 10048, and copies of such material can
be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
Reports, proxy statements and other information concerning the Company
can also be inspected at the offices of the American Stock Exchange,
36 Trinity Place, New York, New York 10006. Effective April 5, 1994,
the Company's Common Stock will cease to be listed on the American
Stock Exchange but will be listed for quotation on the National
Association of Securities, Inc. ("NASD") NASDAQ National Market
System, and reports, proxy statements and other information concerning
the Company can be inspected at the offices of NASD, 1735 K Street,
N.W., Washington, D.C. 20006.
This Prospectus constitutes a part of a Registration
Statement on Form S-8 filed by the Company with the Commission under
the Securities Act of 1933, as amended (the "Securities Act"). This
Prospectus omits certain of the information contained in the
Registration Statement in accordance with the rules and regulations of
the Commission. Reference is hereby made to the Registration
Statement and related exhibits for further information with respect to
the Company and the Shares. Statements contained herein concerning
the provisions of any document are not necessarily complete and, in
each instance, reference is made to the copy of such document filed as
an exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such
reference.
<PAGE>
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission pursuant to Section 13 of the Exchange Act (File No. 1-
8306), are incorporated herein by reference: (i) the Annual Report on
Form 10-K (including the portions of the Company's Annual Report to
Stockholders incorporated by reference therein) for the fiscal year
ended December 31, 1993, and (ii) the description of the Common Stock,
which is registered under Section 12 of the Exchange Act, contained in
the Company's Registration Statement on Form 8-B filed February 1,
1982. All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the filing of a post-effective amendment
indicating that all securities offered hereby have been sold or
deregistering all securities then remaining unsold, shall be deemed to
be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus. All information
appearing in this Prospectus is qualified in its entirety by the
information and financial statements (including notes thereto)
appearing in the documents incorporated herein by reference, except to
the extent set forth in the immediately preceding statement.
The Company will provide without charge to each person to
whom a copy of this Prospectus is delivered, on the written or oral
request of such person, a copy of any or all documents incorporated by
reference into this Prospectus except the exhibits to such documents
(unless such exhibits are specifically incorporated by reference in
such documents). Requests for such copies should be directed to the
Secretary, Air Express International Corporation, 120 Tokeneke Road,
Darien, Connecticut 06820, (203) 655-7900.
-------------------------
<PAGE>
<PAGE>
THE COMPANY
The Company is an air freight forwarder providing door-to-
door delivery of virtually any size shipment throughout the world
through a network of Company-owned offices and independent agents.
The Company maintains its own terminal facilities at or adjacent to
airports in 50 locations in the United States and in 125 locations in
foreign countries, and is represented by agents in 369 additional
locationss in the United States and abroad. As an air freight
forwarder, the Company neither owns nor operates aircraft but, rather,
arranges for transportation of consigned shipments via regularly
scheduled airlines. While the Company handles most types of freight
suitable for air transport, its focus is primarily directed to large
shipments of capital goods for major industrial customers. The
Company also offers door-to-door overnight express delivery services
among 18 European countries from a central hub in Brussels.
The Company is a Delaware corporation. Its principal
executive office is located at 120 Tokeneke Road, Darien, Connecticut
06820 and its telephone number is (203) 655-7900.
SELLING SHAREHOLDERS
This Prospectus relates to shares of Common Stock issued and
issuable to the Selling Shareholders upon the exercise of options
granted and that may be granted under the 1991 Plan. The address of
each Selling Shareholder is c/o Air Express International Corporation,
120 Tokeneke Road, Darien, Connecticut 06820.
The following table sets forth the name and position or
positions over the past three years with the Company and/or its
subsidiaries of each Selling Shareholder and (a) the number of shares
of Common Stock which each Selling Shareholder beneficially owned as
of March 15, 1994; (b) the number of shares of Common Stock which each
Selling Shareholder has acquired pursuant to the 1991 Plan or may
acquire pursuant to the exercise of options granted to such Selling
Shareholder under the 1991 Plan, some or all of which shares may be
sold from time to time pursuant to this Prospectus; and (c) the number
of shares of Common Stock and the percentage, if 1% or more, of the
total class of Common Stock outstanding to be beneficially owned by
each Selling Shareholder following this offering, assuming the
exercise of all options heretofore granted to such Selling Shareholder
and not cancelled and the sale pursuant to this offering of all shares
acquired by such Selling Shareholder upon exercise of the options
granted to the Selling Shareholder pursuant to the 1991 Plan.
This table reflects all Selling Shareholders who are
eligible to resell and the number of Shares available to be resold
after exercise of the options granted to the Selling Shareholders
pursuant to the 1991 Plan, whether or not they have a present intent
to do so. As of March 15, 1994, no stock options granted under the
1991 Plan to any Selling Shareholder had been exercised.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Shares Beneficially
Shares Owned After
Selling Shareholders, Shares covered this Offering
-------------------
and Principal Positions Beneficially by this
With the Company Owned Prospectus Number Percent
- ---------------------- ------------- ---------- ---------------------------
</TABLE>
<PAGE>
<PAGE>
There is no assurance that the Selling Shareholders will
sell all or any of the Shares offered by them hereunder. This
Prospectus may be amended or supplemented from time to time to add to
or delete from the list of Selling Shareholders affiliates of the
Company who have acquired or will acquire shares of Common Stock under
the 1991 Plan.
PLAN OF DISTRIBUTION
The Shares may be sold by the Selling Shareholders from time
to time in one or more transactions on the NASDAQ National Market
System, in sales otherwise occurring in the public market or in
privately negotiated transactions at market prices prevailing at the
time of such sale or at negotiated prices. Shares may be sold through
brokers acting on behalf of the Selling Shareholders or to dealers for
resale by such dealers. Such brokers or dealers may receive
compensation in the form of discounts or commissions in amounts that
are not anticipated to exceed those customary for such transactions.
Any securities covered by this Prospectus that qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under Rule
144 rather than pursuant to this Prospectus.
The Selling Shareholders and any broker or dealer
participating in the distribution of any of the Shares may be deemed
to be "underwriters" within the meaning of the Securities Act, in
which event any profit on the sale of any or all of the Shares by them
and any discounts or concessions received by any such brokers or
dealers may be deemed to be underwriting compensation under the
Securities Act.
In order to comply with the securities laws of certain
states, if applicable, the Shares will be sold only through registered
or licensed brokers or dealers. In addition, in certain states, the
Shares may not be sold unless they have been registered or qualified
for sale in such state or an exemption from such registration or
qualification requirement is available and is complied with.
All expenses of registration incurred in connection with
this offering are being borne by the Company, but all brokerage
commissions and other expenses incurred by individual Selling
Shareholders will be borne by each such Selling Shareholder. The
Company will not receive any proceeds from the sale of Shares by the
Selling Shareholders.
EXPERTS
The consolidated financial statements and the related
schedules incorporated in the prospectus by reference from the
Company's 1993 Form 10-K have been audited by Arthur Andersen & Co.,
independent auditors, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated in
reliance upon such reports given upon the authority of that firm as
experts in accounting and auditing.
<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously filed by the Company with
the Commission pursuant to Section 13 of the Securities Exchange Act
of 1934 (File No. 1-8306), are incorporated herein by reference:
(1) The Annual Report on Form 10-K for the year ended
December 31, 1993;
(2) The description of the Company's Common Stock, par
value $.01 per share contained in Form 8-B filed with the Commission
pursuant to Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
All documents and reports subsequently filed by the
registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all shares covered hereby
have been sold or which deregisters all such shares then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement 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.
Section 145 of the Delaware General Corporation Law empowers
a Delaware corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that such person is or
was a director, officer, employee or agent of such corporation, or is
or was serving at the request of such corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. The indemnity may include
expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such
person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding,
had no reasonable cause to believe such person's conduct was unlawful.
A Delaware corporation may indemnify directors, officers, employees
and other agents of such corporation in an action by or in the right
of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the person
to be indemnified has been adjudged to be liable to the corporation.
Where a director, officer, employee or agent of the corporation is
successful on the merits or otherwise in the defense of any action,
suit or proceeding referred to above or in defense of any claim, issue
or matter therein, the corporation must indemnify such person against
the expenses (including attorney's fees) which he or she actually and
reasonable incurred in connection therewith.
II-
<PAGE>
<PAGE>
The registrant's By-Laws contains provisions that provide
for indemnification of officers and directors and their heirs and
distributees to the full extent permitted by, and in the manner
permissible under, the General Corporation Law of the State of
Delaware.
As permitted by Section 102(b)(7) of the General Corporation
Law of the State of Delaware, the registrant's Certificate of
Incorporation, as amended, contains a provision eliminating the
personal liability of a director to the registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director,
subject to certain exceptions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
----------- -----------
3(a) - Certificate of Incorporation of the
Company (incorporated herein by reference
to Exhibit C to the Company's Form 8-K
filed July 20, 1987).
3(b) - Certificate of Amendment of Certificate of
Incorporation of the Company dated
June 29, 1992 (incorporated herein by
reference to Exhibit 4(d)(i) to the
Company's Registration Statement on Form
S-3 (Registration No. 33-56114) effective
January 21, 1993).
3(c) - By-Laws of the Company, as amended
(Incorporated herein by reference to
Exhibit 3 to the Company's Form 8-K filed
March 22, 1991).
5 - Opinion and Consent of Daniel J. McCauley,
Vice President, Secretary and General Counsel
of the Company.
23 - Consent of Arthur Andersen & Co.
24 - Power of attorney of certain officers and
directors of the Company (included on
signature page).
99 - Air Express International Corporation 1991
Incentive Stock Plan (Incorporated herein
by reference to Annex A of the Company's
Proxy Statement for the Annual Meeting of
Shareholders dated May 17, 1991).
ITEM 9. UNDERTAKINGS.
A. 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:
II-
<PAGE>
<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(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;
(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 the foregoing paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
B. The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act 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.
C. Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such indemnification is against
public policy as expressed in the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
II-
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, 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
Darien, State of Connecticut, on April 1, 1994.
AIR EXPRESS INTERNATIONAL CORPORATION
By DANIEL J. MCCAULEY
--------------------------------
Name: Daniel J. McCauley
Title: Vice President,
Secretary and
General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below on this Registration Statement hereby
constitutes and appoints Daniel J. McCauley his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and
all capacities (until revoked in writing), to sign any and all
amendments (including post-effective amendments) to this Form S-8
Registration Statement of Air Express International Corporation and to
file the same, with all exhibits thereto, and any other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and necessary
fully to all intents and purposes as he might or could do in person
thereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
II-
<PAGE>
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
HENDRIK J. HARTONG, JR. Chairman of the Board April 1, 1994
-------------------------
Hendrik J. Hartong, Jr.
GUENTER ROHRMANN President, Chief April 1, 1994
-------------------------
Guenter Rohrmann Executive Officer
(principal executive
officer) and Director
DENNIS M. DOLAN Vice President - April 1, 1994
-------------------------
Dennis M. Dolan Chief Financial and
Accounting Officer
JOHN M. FOWLER Director April 1, 1994
-------------------------
John M. Fowler
Director April 1, 1994
-------------------------
Leo T. Heessels
DONALD J. KELLER Director April 1, 1994
-------------------------
Donald J. Keller
ANDREW L. LEWIS IV Director April 1, 1994
-------------------------
Andrew L. Lewis IV
RICHARD T. NINER Director April 1, 1994
-------------------------
Richard T. Niner
II-
<PAGE>
<PAGE>
EXHIBIT INDEX
--------------
Exhibit No. Description
----------- -----------
3(a) - Certificate of Incorporation of the
Company (incorporated herein by reference
to Exhibit C to the Company's Form 8-K
filed July 20, 1987).
3(b) - Certificate of Amendment of Certificate of
Incorporation of the Company dated
June 29, 1992 (incorporated herein by
reference to Exhibit 4(d)(i) to the
Company's Registration Statement on Form
S-3 (Registration No. 33-56114) effective
January 21, 1993).
3(c) - By-Laws of the Company, as amended
(Incorporated herein by reference to
Exhibit 3 to the Company's Form 8-K filed
March 22, 1991).
5 - Opinion and Consent of Daniel J. McCauley,
Vice President, Secretary and General Counsel
of the Company.
23 - Consent of Arthur Andersen & Co.
24 - Power of attorney of certain officers and
directors of the Company (included on
signature page).
99 - Air Express International Corporation 1991
Incentive Stock Plan (Incorporated herein
by reference to Annex A of the Company's
Proxy Statement for the Annual Meeting of
Shareholders dated May 17, 1991).
<PAGE>
AIR EXPRESS INTERNATIONAL CORPORATION
120 Tokeneke Road
Darien, CT 06820
April 1, 1994
The Board of Directors
Air Express International Corporation
120 Tokeneke Road
Darien Connecticut 06820
Gentlemen:
Reference is made to Registration Statement on Form S-8 filed with the
Securities and Exchange Commission with respect to 750,000 shares of
the Company's Common Stock, $.01 par value, issuable upon the exercise
of options granted and to be granted under the Company's 1991
Incentive Stock Plan (the "Plan").
In my capacity as General counsel for the Company, I have examined
originals or copies, certified or otherwise identified to my
satisfaction, of the Plan and such corporate records, agreements,
instruments and other documents of the Company and such certificates
or comparable documents of public officials, as I have deemed relevant
and necessary as a basis for the opinions hereinafter set forth.
Based on the foregoing, I am of the opinion that:
1. The Company is a corporation duly incorporated and
validly existing under the laws of the State of Delaware.
2. The shares of Common Stock reserved for issuance upon
the exercise of options granted and to be granted under the Plan will
be, when issued and paid for upon such exercise in accordance with the
provisions of the Plan, validly issued, fully paid and non-assessable.
The opinion herein is limited to the corporate laws of the State of
Delaware and I express no opinion as to the effect on the matters
covered by this opinion of the laws of any other jurisdiction.
This opinion is rendered solely for your benefit in connection with
the transaction described above. Except as otherwise provided herein,
this opinion may not be used or relied upon by
<PAGE>
<PAGE>
any other person and may not be disclosed, quoted, filed with a
governmental agency of otherwise referred to without my prior written
consent. I hereby consent to the filing of a copy of this opinion
with the Securities and Exchange Commission as an exhibit to the
Registration Statement referred to in the first paragraph of this
opinion and to any and all references to this opinion that are
included in or made part of the Registration Statement.
Very truly yours,
/s/ Daniel J. McCauley
Daniel J. McCauley
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accounts, we hereby consent to the incorporation
by reference in this registration statement of our report dated March
25, 1994, included in Air Express International Corporation's Form 10-
K for the year ended December 31, 1993 and to all reference to our
firm included in this registration statement.
ARTHUR ANDERSEN & CO.
New York, New York
March 25, 1994
