<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
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Amendment No. 2
[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, 1994
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
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AIR EXPRESS INTERNATIONAL CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 36-2074327
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(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) No.)
120 Tokeneke Road
Darien, Connecticut 06820
(203) 655-7900
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(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
- ------------------------------------- -----------------------------------
Convertible Subordinated Debentures American Stock Exchange
Due 2003
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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(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 27, 1995 was $357,868,761.
The number of shares of common stock outstanding as of March 27, 1995 was
17,481,694. <PAGE>
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INTRODUCTORY NOTE
-----------------
This Amendment on Form 10-K/A amends and restates in their
entirety Items 10 and 11 of the Annual Report on Form 10-K of Air
Express International Corporation (the "Company") for the fiscal year
ended December 31, 1994, as heretofore amended, to correct certain
errors in the information set forth in those items and to conform the
same to the corresponding information to be set forth in the Company's
Proxy Statement for its Annual Meeting of Shareholders to be held on
June 23, 1995 (copies of which have been filed with the Commission).
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
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(a) DIRECTORS OF THE REGISTRANT
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The following table sets forth certain information
concerning the directors of the Company as of April 21, 1995:
<TABLE>
<CAPTION>
Director
Principal Occupation Continuously
Name Age and Other Directorships Since
---- --- ----------------------- ------------
<S> <C> <C> <C>
Hendrik J. Hartong, Jr. 56 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, 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.
Guenter Rohrmann 56 President and Chief Executive 1985
Officer of the Company since 1989
(President and Chief Operating
Officer from 1985 to 1989).
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.
Donald J. Keller 63 Chairman of the Board of Prestone 1990
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 West
Point Pepperell, Inc., a textile
and apparel manufacturing and
marketing company, from 1986
through 1989. Director of Sysco
Corporation.
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<CAPTION>
Director
Principal Occupation Continuously
Name Age and Other Directorships Since
---- --- ----------------------- ------------
<S> <C> <C> <C>
Andrew L. Lewis IV 38 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 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.
</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, Keller and Lewis) 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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The Nominating Committee (consisting of Messrs. Fowler,
Hartong, Niner and Rohrman) 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 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, 1994.
DIRECTOR COMPENSATION
Each director who is not an officer of the Company receives a
fee of $16,000 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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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 $6,000 per year to defray automobile expenses but do not
receive any other perquisites. Long-term compensation consists solely
of the grant of stock options.
SUMMARY COMPENSATION TABLE
The following table sets forth the cash compensation, as well
as certain other compensation, paid or accrued by the Company for each
of the years in the three-year period ended December 31, 1994, to the
Chief Executive Officer and each of the four most highly compensated
executive officers of the Company other than the Chief Executive
Officer in all capacities in which they served:
<TABLE>
<CAPTION>
Long-Term All other
Compen- Compen-
Annual Compensation sation sation($)(1)
------------------- -------- ------------
Securities
Underlying
Options
Name and Principal (# of
Position Year Salary($) Bonus($) Shares)(2)
------------------ ---- --------- -------- ------------
<S> <C> <C> <C> <C> <C>
Guenter Rohrmann - 1994 420,000 500,000 27,000 9,000
President and 1993 400,000 315,000 45,000 14,150
Chief Executive 1992 380,000 350,000 - 13,732
Officer
Hendrik J. Hartong, Jr. - 1994 260,000 260,000 18,000 9,000
Chairman of 1993 250,000 202,500 30,000 14,150
the Board 1992 240,000 225,000 - 13,372
Robert J. O'Connell - 1994 180,000 85,000 13,500 9,000
Vice President-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 - 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 1992 111,000 20,000 - 4,725
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) Adjusted for a three-for-two stock split in December 1994.
</TABLE>
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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. All data have been adjusted to
give effect to a three-for-two stock split in December 1994.
<TABLE>
<CAPTION>
Individual Grants
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Percent of Potential Realizable Value
Total Options at Assumed Annual Rates of
Options Granted to Exercise Stock Price Appreciation
Granted Employees Price per Expiration for
Name (# of Shs.) in 1994(2) Share($)(1) Date Option Term($)(3)
----------------------- ----------- ---------- ----------- ------ -------------------
5% 10%
------ -------
<S> <C> <C> <C> <C> <C> <C>
Guenter Rohrmann 27,000 15.0% 12.79 1/20/99 95,310 211,005
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
<FN>
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(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 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.
</TABLE>
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AGGREGATE OPTION EXERCISES IN 1994 AND
OPTION VALUES AT DECEMBER 31, 1994
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 1994 and holdings of unexercised
options at the end of the year. All data have been adjusted to give
effect to a three-for-two stock split in December 1994.
<TABLE>
<CAPTION>
Shares
Acquired Shares Subject Value of Unexercised
on Value To Unexercised In-the-Money
Name 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 . . . . 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
<FN>
_____________________
(1) Based on the excess of (i) the aggregate market value (closing price on the NASDAQ National Market) on December 30,
1994 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 $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, 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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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: May 19, 1995
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