AIR EXPRESS INTERNATIONAL CORP /DE/
10-C, 1995-06-16
ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   Form 10-C
                Report by Issuer of Securities Quoted on NASDAQ
                          Interdealer Quotation System
                  Filed pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934 and Rule 13a-17
                              or 15d-17 thereunder
                     Air Express International Corporation
- --------------------------------------------------------------------------------
                 (Exact name of issuer as specified in charter)
                  120 Tokeneke Road, Darien, Connecticut 06820
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)

Issuer's telephone number, including area code                    (203) 655-7900
                                                                  --------------

                   I. CHANGE IN NUMBER OF SHARES OUTSTANDING
   Indicate any change (increase or decrease) of 5% or more in the number of
                              shares outstanding:
1. Title of secruity  Common Stock, par value $.01 per share
                      ----------------------------------------------------------
2. Number of shares outstanding before the change  17,496,548
                                                   -----------------------------
3. Number of shares outstanding after the change   18,476,435
                                                   -----------------------------
4. Effective date of change  June 8, 1995
                             ---------------------------------------------------
5. Method of change:

   Specify method (such as merger, acquisition,  exchange,  distribution,  stock
   split, reverse split, acquisition of stock for treasury, etc.)  Acquisition
                                                                   -------------
   Give brief description of transaction:

        Pursuant to a certain Agreement and Plan of  Reorganization  dated as of
   May 3, 1995, Air Express  International  Corporation  ("AEI")  acquired Radix
   Ventures,  Inc.  ("Radix") in exchange for 979,887 newly issued shares of AEI
   Common Stock, par value $.01 per share (the "Common Stock"), and cash paid in
   lieu  of  certain  shares  of  Common  Stock,  through  the  merger  of  AEIC
   Acquisition  Corporation,  a  wholly-owned  subsidiary  of AEI, with and into
   Radix with Radix  surviving the merger as a  wholly-owned  subsidiary of AEI.
   The offer and sale of  Common  Stock in the  merger  were  made  pursuant  to
   Regulation D under the Securities Act of 1933, as amended.

                  II. CHANGE IN NAME OF ISSUER  Not applicable

   1. Name prior to change -----------------------------------------------------

   2. Name after change --------------------------------------------------------

   3. Effective date of charter amendment changing name ------------------------

   4. Date of shareholder approval of change, if required ----------------------


   Date:     June 16, 1995                   /s/ Daniel J. McCauley
        ---------------------------          -----------------------------------
                                             Daniel J. McCauley, Vice President,
                                                   General Counsel and Secretary


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                     AIR EXPRESS INTERNATIONAL CORPORATION
                               120 Tokeneke Road
                           Darien, Connecticut 06820


                                                                   June 16, 1995

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Sirs:

     This letter  accompanies the EDGAR  transmission of the Report by Issuer of
Securities  Quoted on NASDAQ  Interdealer  Quotation  System on Form 10-C of Air
Express  International  Corporation  (the  "Corporation"),  which is being filed
pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934
and the rules promulgated  thereunder.  The Form 10-C relates to the issuance on
June 8,  1995 of  979,887  shares of the  Common  Stock,  par value  $.01 of the
Corporation (the "Common Stock"),  representing an aggregate increase of 5.6% in
the number of shares of Common Stock outstanding from the number last reported.

                                                               Very truly yours,

                                           AIR EXPRESS INTERNATIONAL CORPORATION


                                                      By  /s/ Daniel J. McCauley
                                             Daniel J. McCauley, Vice President,
                                                   General Counsel and Secretary






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