AIR EXPRESS INTERNATIONAL CORP /DE/, 10-K405/A, 1996-04-26

AIR EXPRESS INTERNATIONAL CORP /DE/
10-K405/A, 1996-04-26
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<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, 1995

[_] 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
- ----------------------------------- -----------------------------------
Convertible Subordinated Debentures American Stock Exchange
Due 2003

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.01 par value
- ---------------------------------------------------------------------------
(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 April 22, 1996 was $426,977,920.

The number of shares of common stock outstanding as of April 22, 1996 was
18,559,156.
<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, 1995 to furnish information previously omitted
therefrom pursuant to Paragraph G(3) of the General Instructions to
Form 10-K.

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 22, 1996:

Director
Principal Occupation Continuously
Name Age and Other Directorships Since
---- --- ----------------------- ------------
<S> <C> <C> <C>

Hendrik J. Hartong, Jr. 57 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.

Guenter Rohrmann 57 President and Chief Executive 1985
Officer of the Company since 1989
(President and Chief Operating
Officer from 1985 to 1989).

John M. Fowler 47 Independent business consultant 1985
since July 1995; Executive Vice
President of Travelers Group Inc.
(formerly Primerica Corporation),
New York, New York, 1991 through
June 1995. Director of
Transatlantic Holdings, Inc.

Donald J. Keller 64 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. Director of Sysco
Corporation.
<PAGE>
<PAGE>
<CAPTION>

Director
Principal Occupation Continuously
Name Age and Other Directorships Since
---- --- ----------------------- ------------

<S> <C> <C> <C>
Andrew L. Lewis IV 39 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 57 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., Wiltek, Inc.,
and Hurco Companies, Inc.

John Radziwill 48 President, Radix Organization Inc. 1995
since 1976; President, Radix
Ventures Inc. from 1979 until June
1995.

</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.
<PAGE>
<PAGE>

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, 1995, there were
five meetings of the Board of Directors, one meeting of the Executive
Committee, three meetings of the Audit Committee, two meetings of 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 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, 1995.

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.
<PAGE>
<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 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, 1995.

Annual Long-Term All other
------ Compen- Compen-
Compensation(1) sation sation($)(2)
--------------- -------- ------------

Securities
Underlying
Name and Principal Options (# of
Position Year Salary($) Bonus($) Shares)
------------------ ---- --------- -------- ------------
<S> <C> <C> <C> <C> <C>

Guenter Rohrmann - 1995 450,000 650,000 75,000 9,000
President and 1994 420,000 500,000 27,000 9,000
Chief Executive 1993 400,000 315,000 45,000 14,150
Officer

Hendrik J. Hartong, Jr. - 1995 260,000 325,000 50,000 9,000
Chairman of 1994 260,000 260,000 18,000 9,000
the Board 1993 250,000 202,500 30,000 14,150

Robert J. O'Connell - 1995 180,000 110,000 15,000 9,000
Vice President-General 1994 180,000 85,000 13,500 9,000
Manager-North America 1993 170,000 50,000 22,500 13,725

Dennis M. Dolan - 1995 160,000 100,000 15,000 9,000
Vice President - Chief 1994 140,000 75,000 9,000 9,000
Financial Officer 1993 130,000 31,000 15,000 10,800

Daniel J. McCauley - 1995 135,000 50,000 10,000 6,227
Vice President, 1994 125,000 40,000 4,500 8,310
General Counsel 1993 120,000 13,500 7,500 7,956
and Secretary

____________________
<FN>
(1) 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.

(2) 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.
</FN>
</TABLE>

STOCK OPTION GRANTS IN 1994

The following table sets forth information with respect to
the grant of stock options during 1995 to the executive officers named
in the Summary Compensation Table.

Individual Grants
-------------------------------------------------------------------------------

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 1995(2) Share($)(1) Date Option Term($)(3)
----------------------- ----------- ---------- ----------- ------ -------------------

5% 10%
--------- -----------
<S> <C> <C> <C> <C> <C> <C>

Guenter Rohrmann 75,000 9.7% 23.75 6/23/00 491,625 1,088,344

Hendrik J. Hartong, Jr. 50,000 6.4% 23.75 6/23/00 327,750 725,563

Robert J. O'Connell 15,000 1.9% 23.75 6/23/00 98,325 217,669

Dennis M. Dolan 15,000 1.9% 23.75 6/23/00 98,325 217,669

Daniel J. McCauley 10,000 1.2% 23.75 6/23/00 65,550 145,113

-------------------------
<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 775,500 shares were granted to employees in 1995.

(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.
</FN>
</TABLE>

AGGREGATE OPTION EXERCISES IN 1995 AND
OPTION VALUES AT DECEMBER 31, 1995

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.

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 . . . . 101,250 1,875,150 29,250 117,750 170,168 308,003

Hendrik J. Hartong, Jr. . - - 19,500 78,500 113,445 205,335

Robert J. O'Connell . . . - - 14,625 36,375 85,084 154,001

Dennis M. Dolan . . . . . 16,875 315,563 9,750 29,250 56,723 102,668

Daniel J. McCauley . . . - - 21,750 17,125 294,649 51,334
_____________________
<FN>

(1) Based on the excess of (i) the aggregate market value (closing price on the NASDAQ National Market) on December 29,
1995 over (ii) the aggregate exercise price.
</FN>
</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 $480,000 in the case of Mr. Rohrmann and
$260,000 in the case of Mr. Hartong. By its terms, each agreement
will expire December 31, 1998, but the expiration date will be
automatically extended to December 31, 1999 unless the Board of
Directors elects, within sixty days after January 1, 1997, to
terminate the agreement and to pay in a lump sum the balance of the
base salary due thereunder through December 31, 1998. 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.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
---------------------------------------------------
MANAGEMENT.
----------

The following table sets forth as of April 22, 1996 (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:

Percentage of
Name and Address Shares Owned Outstanding
of Beneficial Owner Beneficially(#) Shares(%)(1)
------------------- --------------- -------------
<S> <C> <C>
Neuberger & Berman (2) . . . . . . . . 961,885 5.2
605 Third Avenue
New York, New York 10158
Quest Advisory Corp. (3) . . . . . . . 1,029,336 5.5
1414 Avenue of the Americas
New York, New York 10019
Wellington Management Company (4) . . . 2,107,950 11.3
75 State Street
Boston, Massachusetts 02109
Hendrik J. Hartong, Jr. (5) . . . . . . 1,097,588 5.9
Guenter Rohrmann (6) . . . . . . . . . 301,641 1.6
Robert J. O'Connell (7) . . . . . . . . 38,379 (11)
Dennis M. Dolan (8) . . . . . . . . . . 56,400 (11)
Daniel J. McCauley (9) . . . . . . . . 24,750 (11)
John M. Fowler . . . . . . . . . . . . 30,000 (11)
Donald J. Keller . . . . . . . . . . . 3,375 (11)
Andrew L. Lewis IV . . . . . . . . . . 3,500 (11)
Richard T. Niner (10) . . . . . . . . . 1,061,077 5.7
John Radziwill . . . . . . . . . . . . 272,335 1.5
All directors and executive
officers as a group (consisting
of 13 persons) . . . . . . . . . . . . 2,252,375 12.1

------------------------------
<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 December 31, 1995 N&B owned an aggregate
of 961,885 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 9,300 shares, as to which N&B
disclaims beneficial ownership.

(footnotes continue on following page)

(footnotes continued)
---------------------
(3) 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, 1995 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.

(4) Based on information set forth in Schedule 13G filed by Wellington
Management Company ("Wellington"), at December 31, 1995 Wellington
shared voting and dispositive power with respect to an aggregate of
2,107,950 shares owned by clients for whom it acts as an investment
advisor.

(5) Includes 31,500 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 L.P., a limited partnership that
serves as the general partner of Brynwood Partners II L.P.

(6) Includes 47,250 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.

(7) Includes 23,625 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.

(8) Includes 15,750 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.

(9) Consists of 24,750 shares issuable upon the exercise of presently
exercisable stock options.

(10) 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 the general partner of Brynwood Partners II
L.P.

(11) Less than 1%.
</FN>
</TABLE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
----------------------------------------------

During 1995, the Company paid to (a) Brynwood Management, a
partnership of which Messrs. Hartong and Niner are general partners,
$15,000 for investment banking and related services and (b) Mr. Niner
$60,000 for financial advisory services.

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 26, 1996

NYFS03...:\16\12316\0001\27\FRM4246L.250