<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
AIR EXPRESS INTERNATIONAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
AIR EXPRESS INTERNATIONAL CORPORATION
120 TOKENEKE ROAD
DARIEN, CONNECTICUT 06820
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 23, 1995
----------------
The Annual Meeting of Shareholders of Air Express International Corporation
(the "Company") will be held at the Hyatt Regency Greenwich, 1800 East Putnam
Avenue, Old Greenwich, Connecticut, on Friday, June 23, 1995, at 11:00 a.m.,
Eastern Daylight Time, for the following purposes:
(1) To elect six (6) directors; and
(2) To transact such other business as properly may come before the meeting
or any adjournment thereof.
The Board of Directors has fixed April 28, 1995 as the record date for the
determination of shareholders entitled to notice of, and to vote at, the
meeting.
By Order of the Board of Directors
Daniel J. McCauley, Secretary
Darien, Connecticut
May 23, 1995
----------------
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN,
AND MAIL THE ACCOMPANYING FORM OF PROXY TO THE COMPANY AS PROMPTLY AS POSSIBLE
IN THE ENCLOSED STAMPED ENVELOPE.
<PAGE>
AIR EXPRESS INTERNATIONAL CORPORATION
120 TOKENEKE ROAD
DARIEN, CONNECTICUT 06820
----------------
PROXY STATEMENT
----------------
The accompanying proxy is solicited by the Board of Directors of Air Express
International Corporation (the "Company") in connection with the Annual Meeting
of Shareholders to be held on Friday, June 23, 1995, or at any adjournment
thereof, for the purposes set forth in the accompanying notice of the meeting.
The Board of Directors has fixed the close of business on April 28, 1995 as the
record date for the determination of shareholders entitled to notice of, and to
vote at, the meeting. On that date, there were outstanding 17,496,548 shares of
Common Stock, exclusive of shares held in the Company's treasury. Each holder
of Common Stock is entitled to one vote for each share held on all matters to
come before the meeting, including the election of directors. Shares may be
voted in person or by proxy. The accompanying proxy may be revoked by the
person giving it at any time prior to its being voted by filing a written
notice of such revocation with the Secretary of the Company or by attending the
meeting and voting in person.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of April 21, 1995 (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 on
page 7 of this Proxy Statement, (iii) each current director and each nominee
for election as a director 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
SHARES OWNED OUTSTANDING
BENEFICIAL OWNER BENEFICIALLY(#) SHARES(%)(1)
---------------- --------------- -------------
<S> <C> <C>
Neuberger & Berman (2)........................... 1,655,250 9.5
605 Third Avenue
New York, New York 10158
The Prudential Insurance Company of America (3).. 981,211 5.6
Prudential Plaza
Newark, New Jersey 08102-3777
Quest Advisory Corp. (4)......................... 1,029,336 5.9
1414 Avenue of the Americas
New York, New York 10019
Wellington Management Company (5)................ 1,329,900 7.6
75 State Street
Boston, Massachusetts 02109
Hendrik J. Hartong, Jr. (6)...................... 1,085,588 6.2
Guenter Rohrmann (7)............................. 319,488 1.8
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE OF
SHARES OWNED OUTSTANDING
BENEFICIAL OWNER BENEFICIALLY(#) SHARES(%)(1)
---------------- --------------- -------------
<S> <C> <C>
Robert J. O'Connell (8).......................... 29,380 (12)
Dennis M. Dolan (9).............................. 51,050 (12)
Daniel J. McCauley (10).......................... 17,531 (12)
John M. Fowler................................... 30,000 (12)
Donald J. Keller................................. 3,375 (12)
Andrew L. Lewis IV............................... 1,500 (12)
Richard T. Niner (11)............................ 1,061,077 6.1
All directors and executive officers as a group
(consisting of 12 persons)...................... 2,649,474 15.2
</TABLE>
- --------
(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 December 31, 1994 N&B owned an aggregate of
1,655,250 shares on behalf of clients for whom it acts as an investment
advisor. In addition, at that date partners of N&B owned in their personal
accounts an aggregate of 55,200 shares and the Neuberger & Berman Profit
Sharing Retirement Plan owned an additional 9,300 shares, as to all of which
N&B disclaims beneficial ownership.
(3) Based on information set forth in a statement on Schedule 13G filed by The
Prudential Insurance Company of America ("Prudential"), at December 31, 1994
Prudential owned 259,149 shares for its own account and had sole or shared
voting and/or dispositive power with respect to an aggregate of 722,062
additional shares held by or for the benefit of its clients by its separate
accounts, externally managed accounts, registered investment companies
and/or other affiliates.
(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 December 31, 1994 Quest owned an aggregate of
1,000,686 shares and its affiliate QMC owned an aggregate of 28,650 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 Company ("Wellington"), at December 31, 1994 Wellington shared
voting and dispositive power with respect to an aggregate of 1,329,900
shares owned by clients for whom it acts as an investment advisor.
(6) Includes 19,500 shares issuable upon the exercise of presently exercisable
stock options, 2,203 shares issuable upon the conversion of $50,000
principal amount of Debentures owned by Mr. Hartong and 17,724 shares held
in custodial accounts for the benefit of Mr. Hartong's children. Also
includes 712,462 shares owned by Brynwood Partners II L.P., a private
investment partnership. Mr. Hartong is a general partner of Brynwood
Management II, a limited partnership that serves as general partner of
Brynwood Partners II L.P. Mr. Hartong's address is c/o Brynwood Partners,
Two Soundview Drive, Greenwich, Connecticut 06830.
2
<PAGE>
(7) Includes 130,500 shares issuable upon the exercise of presently
exercisable stock options and 1,982 shares issuable upon the conversion of
$45,000 principal amount of Debentures owned by Mr. Rohrmann.
(8) Includes 14,625 shares issuable upon the exercise of presently exercisable
stock options and 44 shares issuable upon the conversion of a Debenture, in
the principal amount of $1,000, owned by Mr. O'Connell.
(9) Includes 9,750 shares issuable upon the exercise of presently exercisable
stock options and 440 shares issuable upon the conversion of $10,000
principal amount of Debentures owned by Mr. Dolan.
(10) Consists of 17,531 shares issuable upon the exercise of presently
exercisable stock options.
(11) Includes 3,375 shares held in custodial accounts for the benefit of Mr.
Niner's children. Also includes 712,462 shares owned by Brynwood Partners II
L.P. Mr. Niner is a general partner of Brynwood Management II L.P., which
serves as general partner of Brynwood Partners II L.P. Mr. Niner's address
is c/o Brynwood Partners, Two Soundview Drive, Greenwich, Connecticut 06830.
(12) Less than 1%.
3
<PAGE>
ELECTION OF DIRECTORS
Six directors are to be elected at the Annual Meeting, each to serve until
the next Annual Meeting of Shareholders and until his successor has been duly
elected and qualifies. If no direction to the contrary is given, all proxies
received by the Board of Directors will be voted in favor of the nominees
listed below. If any nominee is unable or declines to serve, an event not now
anticipated by the Board of Directors, such proxies may be voted for the
election of a substitute designated by the Board of Directors.
All of the nominees were elected at the last Annual Meeting of Shareholders
and are presently serving as directors of the Company.
NOMINEES FOR ELECTION
The following table sets forth information with respect to each nominee for
election as a director at the Annual Meeting:
<TABLE>
<CAPTION>
DIRECTOR
CONTINUOUSLY
NAME AGE PRINCIPAL OCCUPATION AND OTHER DIRECTORSHIPS SINCE
- ---- --- -------------------------------------------- ------------
<S> <C> <C> <C>
John M. Fowler 46 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.
Hendrik J. Har- 56 Chairman of the Company since 1985
tong, Jr. 1985 (Chief Executive Officer
from 1985 to 1989); General
Partner since 1985 of Brynwood
Management and since 1988 of
Brynwood Management II,
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.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR
CONTINUOUSLY
NAME AGE PRINCIPAL OCCUPATION AND OTHER DIRECTORSHIPS SINCE
- ---- --- -------------------------------------------- ------------
<S> <C> <C> <C>
Donald J. Keller 63 Chairman of the Board of 1990
Prestone Products Corporation
since January 1995; Chairman of
the Board of B. 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 WestPoint
Pepperell, Inc., a textile and
apparel manufacturing and
marketing company, from 1986
through 1989. Director of Sysco
Corporation.
Andrew L. Lewis 38 President, KRR Partners L.P., a 1986
IV 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 and
Blue Shield of Philadelphia.
Richard T. Niner 56 General Partner since 1985 of 1985
Brynwood Management and since
1988 of Brynwood Management II,
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. and Hurco
Companies, Inc.
Guenter Rohrmann 56 President and Chief Executive 1985
Officer of the Company since
1989 (President and Chief
Operating Officer from 1985 to
1989).
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE ELECTION OF EACH OF
THE FOREGOING NOMINEES.
5
<PAGE>
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 public 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,
Keller and Lewis) reviews and approves the compensation of officers, including
the Chief Executive Officer, and administers the Company's stock option plans.
The Nominating Committee (consisting of Messrs. Fowler, Hartong, Niner and
Rohrmann) screens and selects candidates to stand for election as directors of
the Company.
During the fiscal year ended December 31, 1994, there were five meetings of
the Board of Directors, two meetings of the Executive Committee, two meetings
of each of the Audit Committee and the Compensation and Stock Option Committee
and one meeting of 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 served.
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 all persons owning beneficially 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, 1994.
DIRECTOR COMPENSATION
During 1994, each director who is not an officer of the Company received a
fee of $16,000 for the year and $1,000 for each day of attendance at meetings
of the Board of Directors or a committee thereof.
6
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND OTHER COMPENSATION
Annual compensation paid to executive officers of the Company consists solely
of salary and bonus. Salary levels for each year are fixed at the beginning of
the year. Bonuses for each year are determined shortly following the end of the
year. Officers also receive an allowance of $6,000 per year to defray
automobile expenses but do not receive any other perquisites. Long-term
compensation consists solely of the grant of stock options.
SUMMARY COMPENSATION TABLE
The following table sets forth the cash compensation, as well as certain
other compensation, paid or accrued by the Company to the Chief Executive
Officer and each of the four most highly compensated executive officers of the
Company other than the Chief Executive Officer for their services in all
capacities for each of the years in the three-year period ended December 31,
1994:
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
SECURITIES
ANNUAL COMPENSATION UNDERLYING
NAME AND PRINCIPAL ----------------------- OPTIONS ALL OTHER
POSITION YEAR SALARY($) BONUS($) (# OF SHARES) COMPENSATION(#)(1)
------------------ ---- --------- -------- ------------- ------------------
<S> <C> <C> <C> <C> <C>
Guenter Rohrmann 1994 420,000 500,000 27,000 9,000
President and Chief 1993 400,000 315,000 45,000 14,150
Executive Officer 1992 380,000 350,000 -- 13,732
Hendrik J. Hartong,
Jr. 1994 260,000 260,000 18,000 9,000
Chairman of the Board 1993 250,000 202,500 30,000 14,150
1992 240,000 225,000 -- 13,372
Robert J. O'Connell 1994 180,000 85,000 13,500 9,000
Vice President and
General 1993 170,000 50,000 22,500 13,725
Manager-North America 1992 160,000 60,000 -- 12,300
Dennis M. Dolan 1994 140,000 75,000 9,000 9,000
Vice President and
Chief 1993 130,000 31,500 15,000 10,800
Financial Officer 1992 120,000 50,000 -- 8,700
Daniel J. McCauley 1994 125,000 40,000 4,500 8,310
Vice President, 1993 120,000 13,500 7,500 7,956
General Counsel and
Secretary 1992 111,000 20,000 -- 4,725
</TABLE>
- --------
(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) Adjusted for a three-for-two stock split in December 1994.
7
<PAGE>
STOCK OPTIONS
The Company currently grants to its key employees, including its executive
officers, options to purchase shares of its Common Stock pursuant to two formal
stock option plans, one for U.S.-based employees and one for foreign-based
employees.
STOCK OPTION GRANTS IN 1994
The following table sets forth information with respect to the grant of stock
options during 1994 to the executive officers named in the Summary Compensation
Table:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- -------------------------------------------------------------------------
POTENTIAL
REALIZABLE
VALUE AT
ASSUMED ANNUAL
SECURITIES PERCENT OF RATES OF STOCK
UNDERLYING TOTAL OPTIONS EXERCISE PRICE
OPTIONS GRANTED TO PRICE APPRECIATION
GRANTED(1) EMPLOYEES PER SHARE EXPIRATION FOR OPTION
NAME (# OF SHARES) IN 1994(%)(2) ($)(1) DATE TERMS($)(3)
---- ------------- ------------- --------- ---------- --------------
5% 10%
------ -------
<S> <C> <C> <C> <C> <C> <C>
Guenter Rohrmann........ 27,000 15.0 12.79 1/20/99 93,310 211,005
Hendrik J. Hartong, Jr.. 18,000 10.0 12.79 1/20/99 63,540 140,670
Robert J. O'Connell..... 13,500 8.0 12.79 1/20/99 47,655 105,503
Dennis M. Dolan......... 9,000 5.0 12.79 1/20/99 31,770 70,335
Daniel J. McCauley...... 4,500 2.5 12.79 1/20/99 15,885 35,168
</TABLE>
- --------
(1) All options were granted on January 21, 1994 at an exercise price equal to
the market value of the underlying shares on the date of grant and become
exercisable as to one-fifth of the underlying shares on each anniversary of
the grant date.
(2) Options with respect to a total of 178,500 shares were granted to employees
in 1994.
(3) Represents the potential appreciation of the options over their stated term
of five-years, based upon assumed compounded rates of appreciation of 5% per
year (equivalent to 27.6%) and 10% per year (equivalent to 61.1%). The
amounts set forth in these columns are not intended as forecasts of future
appreciation, which is dependent upon the actual increase, if any, in the
market price of the underlying shares, and there is no assurance that the
amounts of appreciation shown in the table actually will be realized.
AGGREGATE OPTION EXERCISES IN 1994 AND
OPTION VALUES AT DECEMBER 31, 1994
The following table sets forth, for each of the executive officers named in
the Summary Compensation Table, information with respect to the exercise of
stock options during 1994 and holdings of unexercised options at the end of the
year:
<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY
ACQUIRED ON VALUE OPTIONS AT OPTIONS AT
NAME EXERCISE(#) REALIZED($) FISCAL YEAR END(#) FISCAL YEAR END($)(1)
---- ----------- ----------- ------------------------- -------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Guenter Rohrmann........ 50,625 796,837 112,500 60,750 1,588,275 245,295
Hendrik J. Hartong, Jr.. -- -- 7,500 40,500 11,250 163,530
Robert J. O'Connell..... 8,438 132,814 5,625 30,375 8,438 122,648
Dennis M. Dolan......... 4,218 61,864 20,265 20,250 270,625 81,765
Daniel J. McCauley...... -- -- 12,656 16,219 161,744 97,614
</TABLE>
- --------
(1) Based on the excess of (i) the aggregate market value (closing price on the
NASDAQ National Market) of the underlying shares on December 31, 1994 over
(ii) the aggregate exercise price of the options.
8
<PAGE>
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 $450,000 in the case of Mr.
Rohrmann and $260,000 in the case of Mr. Hartong. By its terms, each agreement
will expire December 31, 1997, but the expiration date will be automatically
extended to December 31, 1998 unless the Board of Directors elects, within
sixty days after January 1, 1996, to terminate the agreement and to pay in a
lump sum the balance of the base salary due thereunder through December 31,
1997. 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 (which term includes any 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.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1994, no member of the Compensation and Stock Option Committee served
as an officer or employee of the Company or any of its subsidiaries and no
executive officer of the Company served as a director or member of the
compensation committee of any other entity of which an executive officer also
served as a director or member of the Company's Compensation and Stock Option
Committee.
9
<PAGE>
PERFORMANCE GRAPH
The following Performance Graph compares the cumulative total shareholder
return on the Company's Common Stock over the five years ended December 31,
1994 with the cumulative total return for the same period of (i) the Standard &
Poor's 500 Stock Index and (ii) a peer group comprised of four publicly-held
companies: Airborne Freight Corporation, Expediters International of
Washington, Inc., The Harper Group, Inc. and Intertrans Corporation. Dividend
reinvestment has been assumed and, with respect to companies in the peer group,
the returns of each company have been weighted to reflect its stock market
capitalization relative to that of the other companies in the group.
FIVE YEAR CUMULATIVE TOTAL RETURNS
VALUE OF $100 INVESTED ON DECEMBER 31, 1989.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Measurement period THE
(Fiscal year Covered) COMPANY S&P 500 PEER GROUP
- --------------------- ------- ------- ----------
<S> <C> <C> <C>
Measurement PT -
12/31/89 $ 100.0 $ 100.0 $ 100.0
FYE 12/31/90 $ 107.63 $ 96.88 $ 88.86
FYE 12/31/91 $ 206.63 $ 126.42 $ 144.51
FYE 12/31/92 $ 417.72 $ 136.08 $ 118.36
FYE 12/31/93 $ 308.49 $ 149.80 $ 161.92
FYE 12/31/94 $ 470.89 $ 151.78 $ 137.60
</TABLE>
10
<PAGE>
REPORT OF COMPENSATION AND STOCK OPTION COMMITTEE
The Compensation and Stock Option Committee reviews and approves the annual
compensation of the Company's executive officers, as well as the Company's
policies and practices with respect to compensation of other management
personnel.
Compensation of executive officers consists primarily of base salary and
discretionary bonus awards and, where appropriate, the grant of stock options.
Although the percentage of total compensation borne by each of these components
is not fixed, it is the view of the Committee that, in the case of the most
senior officers, the discretionary bonus should represent a substantial
percentage of total compensation and, indeed, a greater percentage than is the
case with officers having more narrowly-defined responsibilities. Salary levels
for each year are reviewed and fixed at the beginning of the year. Cash bonuses
are determined and paid shortly following the end of the year.
In reviewing the compensation of the Company's executive officers (including
the grant of stock options), the Committee considers (i) the levels of
executive compensation paid by the Company's principal competitors in the air
freight and air freight forwarding industry (including those publicly-held
companies in the peer group shown in the Performance Graph on page 10), to the
extent reliable information with respect thereto is available, (ii) the
Company's reported earnings, earnings per share and profit margin (operating
income as a percentage of revenues), both in absolute terms as well as in
relation to budget forecasts, results for prior years and competitors' results
(where publicly available), (iii) the Company's return on equity and stock
price performance relative to those of its publicly-held competitors and the
market as a whole and (iv) the extent to which the Company has achieved or
exceeded its goals for the year. No specific weight is accorded to any single
factor and different factors may be accorded greater or lesser weight in
particular years or for particular officers.
In determining the compensation of the Company's Chief Executive Officer for
1994, the Committee observed that 1994 was the Company's most successful year
in history and that its record results were achieved following a year in which
the Company experienced its first net earnings decline in five years. In
addition, the cumulative shareholder return on the Company's common stock
during 1994 far exceeded that of its peer group and the market as a whole and
the price of the stock at year end was at a record level. Accordingly, the cash
bonus and total compensation payable to the Chief Executive Officer in respect
of 1994 reflected a significant increase over 1993. By contrast, because net
income and net income per share in 1993 were less than in 1992, and the
Company's stock price performance in 1993 relative to that of its publicly-held
competitors and the market as a whole declined, the cash bonus payable to the
Chief Executive Officer for 1993, and, therefore, his total compensation for
that year, was less than that for 1992.
Section 162(m) of the Internal Revenue Code of 1986, as amended, which is
effective for taxable years commencing January 1, 1994, limits (to $1,000,000
per covered executive) the deductibility of the annual compensation paid to
each of the chief executive officer and the other four most highly compensated
executive officers. That section and proposed regulations thereunder contain
certain exclusions from the deductibility limitation and set forth certain
transition rules with respect to awards or grants under certain plans (such as
the Company's stock option plans) previously approved by shareholders. The
Committee is reviewing the Company's compensation practices for covered
executives in light of the proposed regulations with a view to preserving the
full deductibility of their compensation, and does not expect that any material
changes to those practices will be required if the regulations are adopted
substantially as proposed.
The Compensation and
Stock Option Committee:
John M. Fowler, Chairman
Donald J. Keller
Andrew L. Lewis IV
11
<PAGE>
CERTAIN RELATIONSHIPS AND TRANSACTIONS
During 1994, the Company paid (a) to Brynwood Management, a partnership of
which Messrs. Hartong and Niner are general partners, $60,000 for investment
banking and related services and (b) to Mr. Niner $60,000 for financial
advisory services.
OTHER MATTERS
As of the date of this Proxy Statement, the only business that the Board of
Directors intends to present or knows that others will present at the meeting
is that set forth above. If any other matter or matters are properly brought
before the meeting or any adjournment thereof, the persons named in the
accompanying form of proxy intend to vote on such matters in accordance with
their judgment.
The cost of soliciting proxies will be borne by the Company. Arrangements
will be made with brokerage firms and other custodians, nominees and
fiduciaries to forward solicitation materials to the beneficial owners of the
shares held of record by such persons, and the Company will reimburse them for
their reasonable out-of-pocket expenses. Officers and directors may also
solicit proxies.
The Board of Directors has selected the firm of Arthur Anderson & Co. as the
Company's independent public accountants for the current fiscal year. Arthur
Andersen & Co. has served as the Company's independent public accountants since
1968. Representatives of Arthur Andersen & Co. are expected to be present at
the meeting, and will have the opportunity to make a statement if they desire
to do so and to respond to appropriate questions.
The six (6) nominees for election as directors that receive a plurality of
the votes cast at the Annual Meeting for the election of directors will be
elected. In respect of any other matter, the affirmative vote of the holders of
a majority of the shares present at the meeting, in person or by proxy, and
entitled to vote in respect of that matter is necessary to approve the matter.
As a matter of policy, the Company will accord confidentiality to the votes
of individual shareholders, whether submitted by proxy or ballot, except in
limited circumstances, including any contested election, or as may be necessary
to meet legal requirements. The Company will continue its long-standing
practice of retaining an independent tabulator to receive and tabulate the
proxies and ballots and independent inspectors of election to certify the
results.
Any shareholder desiring to present a proposal at the 1996 Annual Meeting of
shareholders and wishing to have that proposal included in the Proxy Statement
for that meeting must submit the same in writing to the Secretary of the
Company at 120 Tokeneke Road, Darien, Connecticut 06820 in time to be received
by January 25, 1996.
12
<PAGE>
This proxy statement and the accompanying form of proxy are first being
mailed to shareholders on or about May 23, 1995.
By Order of the Board of Directors
Daniel J. McCauley, Secretary
Darien, Connecticut
May 23, 1995
----------------
THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM
10-K FOR THE YEAR ENDED DECEMBER 31, 1994, TO EACH SHAREHOLDER WHO FORWARDS A
WRITTEN REQUEST TO THE SECRETARY, AIR EXPRESS INTERNATIONAL CORPORATION, 120
TOKENEKE ROAD, DARIEN, CONNECTICUT 06820.
13
<PAGE>
AIR EXPRESS INTERNATIONAL CORPORATION
Proxy Solicited on Behalf of the Board of Directors
for
Annual Meeting of Shareholders
June 23, 1995
The undersigned, revoking any proxy heretofore given, hereby
appoints HENDRIK J. HARTONG, JR., GUENTER ROHRMANN and DANIEL J.
MCCAULEY, or each or any of them the attorney and proxy of the
undersigned, with full power of substitution, to vote on behalf of the
undersigned all shares that the undersigned, if personally present,
would be entitled to vote at the Annual Meeting of Shareholders of Air
Express International Corporation to be held on June 23, 1995, at the
Hyatt Regency Greenwich, 1800 East Putnam Avenue, Old Greenwich,
Connecticut 06870, at 11:00 local time, and at any adjournment
thereof.
Unless a contrary direction is indicated, this Proxy will be
voted FOR all nominees listed in the accompanying Proxy Statement; if
specific instructions are indicated, this Proxy will be voted in
accordance therewith. The Board of Directors recommends a vote FOR
all of the listed nominees.
(continued, and to be signed on reverse side)
<PAGE>
PLEASE MARK YOUR VOTE AS IN THIS EXAMPLE. [X]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
----------------------------------------
Election of Directors, Nominees FOR THE FOLLOWING NOMINEES:
--------------------------
FOR all Nominees WITHHOLD John M. Fowler, Hendrik J. Hartong, Jr.,
listed (except as AUTHORITY Donald J. Keller, Andrew L. Lewis IV,
marked to the contrary) Richard T. Niner and Guenter Rohrmann.
(INSTRUCTION: To withhold authority to
vote for any individual nominee, write
that nominee's name in the space
provided below.)
[_] [_] --------------------------------------
In their discretion, the Proxies are authorized to transact such other
business as may properly come before the Meeting, or any adjournment thereof.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON, IF
THE SHARES ARE REGISTERED IN THE NAMES OF TWO
OR MORE PERSONS, EACH SHOULD SIGN. EXECUTORS,
ADMINISTRATORS, TRUSTEES, GUARDIANS, ATTORNEYS-
IN-FACT, GENERAL PARTNERS AND OTHER PERSONS
ACTING IN A REPRESENTATIVE CAPACITY SHOULD ADD
THEIR TITLE. WHEN THE PROXY IS GIVEN BY A
CORPORATION, IT SHOULD BE SIGNED BY AN
AUTHORIZED OFFICER.
DATED , 1995
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PLEASE MARK INSIDE BLUE BOXES PLEASE FILL IN, DATE, SIGN AND MAIL THIS
SO THAT DATA PROCESSING PROXY PROMPTLY USING THE ENCLOSED POST
EQUIPMENT WILL RECORD PAID RETURN ENVELOPE.
YOUR VOTES
