RULE 424(B)(3)
REGISTRATION NO. 333-6999
749,994 SHARES
AIR EXPRESS INTERNATIONAL CORPORATION
COMMON STOCK
PAR VALUE $.01 PER SHARE
This Prospectus relates to 749,994 shares (the "SHARES") of Common
Stock, par value $.01 per share (the "COMMON STOCK"), of Air Express
International Corporation, a Delaware corporation (the "CORPORATION" or
"AEI"), to be offered or sold from time to time for the account of certain
shareholders of the Corporation (the "SELLING SHAREHOLDERS").
The Shares covered by this Prospectus were issued by the
Corporation in a private placement transaction to certain former
shareholders of Lusk Shipping Company, Inc., a Louisiana corporation
("LUSK"), in connection with the Corporation's acquisition of Lusk on April
26, 1996. See "Selling Shareholders" and "Plan of Distribution."
The Shares may be offered for sale and sold by the Selling
Shareholders from time to time on the Nasdaq National Market at prevailing
market prices, in privately negotiated transactions at negotiated prices, in
a combination of such methods of sale, or otherwise as determined by the
Selling Shareholders. The Selling Shareholders may effect such transactions
by selling the Shares to or through broker-dealers, and such broker-dealers
may receive compensation in the form of discounts or commissions from the
Selling Shareholders and/or the purchasers of the Shares for whom such
broker-dealers may act as agents or to whom they sell as principals, or both
(which compensation as to a particular broker-dealer may be in excess of
customary commissions). See "Plan of Distribution."
The Corporation will not receive any part of the proceeds from the
sale of the Shares. The Selling Shareholders will pay all applicable stock
transfer taxes and brokerage commissions, but the Corporation will bear all
other expenses of the Corporation and the Selling Shareholders in connection
with the offering made hereunder, including the Corporation's legal and
accounting fees connected therewith.
The Common Stock is included for quotation on the Nasdaq National
Market under the symbol "AEIC." The last reported sale price of the Common
Stock on the Nasdaq National Market on July 12, 1996 was $26.25 per share.
The Selling Shareholders and any brokers, dealers or agents who
participate in the sale of the Shares may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act of 1933, as
amended, and the commissions paid or discounts allowed to any such brokers,
dealers or agents, in addition to any profits received on resale of the
Shares, if any such broker, dealer or agent should purchase any Shares as a
principal, may be deemed to be underwriting discounts or commissions under
the Securities Act of 1933, as amended.
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. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is July 15, 1996.
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AVAILABLE INFORMATION
AEI is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and, in
accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"COMMISSION"). Such reports, proxy statements and other information filed
by AEI can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's Regional
Offices at 7 World Trade Center, Suite 1300, New York, New York 10048 and
at Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material can also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
AEI's Common Stock is included for quotation on the Nasdaq
National Market under the symbol "AEIC." The Corporation's reports, proxy
statements, and other information concerning AEI may be inspected at the
offices of the National Association of Securities Dealers, Inc. at 1735 K
Street N.W., Washington, D.C. 20006.
AEI has filed a Registration Statement on Form S-3 with the
Commission in Washington, D.C. in accordance with the provisions of the
Securities Act of 1933, as amended (the "SECURITIES ACT"), with respect to
the Shares subject to this Prospectus. This Prospectus does not contain
all of the information set forth in the Registration Statement, certain
portions of which have been omitted as permitted by the rules and
regulations of the Commission. For further information with respect to
the Corporation and the Shares covered herein, reference is made to the
Registration Statement and the exhibits filed as part thereof. Statements
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. The
Registration Statement and the exhibits may be inspected without charge at
the offices of the Commission or copies thereof may be obtained at
prescribed rates from the Public Reference Section of the Commission at
the address set forth above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Corporation with the
Commission are incorporated into this Prospectus by reference:
1. The Corporation's Annual Report on Form 10-K for the year
ended December 31, 1995 filed with the Commission on March 30, 1996, as
amended by Amendment No. 1 on Form 10-K/A filed with the Commission on
April 26, 1996 and Amendment No. 2 on Form 10-K/A filed with the
Commission on July 9, 1996;
2. The Corporation's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996; and
3. The Corporation's definitive Proxy Statement dated May 18,
1996, filed in connection with its Annual Meeting of Stockholders held on
June 20, 1996.
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All documents filed by the Corporation with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the termination of
the offering contemplated hereby 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 in this Prospectus will
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
documents which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded will not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Corporation will provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus is
delivered, upon written or oral request of any such person, a copy of any
and all information that has been incorporated by reference in the
registration statement of which this Prospectus is a part (other than
exhibits to such information, unless such exhibits are specifically
incorporated by reference into any such information). Requests should be
directed to: Air Express International Corporation, 120 Tokeneke Road,
Darien, Connecticut 06820, Attention: Daniel J. McCauley, Esq., Vice
President, General Counsel and Secretary; Telephone number: (203) 655-
7900.
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PROSPECTUS SUMMARY
The following material is qualified in its entirety by the
information appearing elsewhere in this Prospectus or in documents
incorporated by reference into this Prospectus.
THE OFFERING
Corporation Air Express International Corporation,
a Delaware corporation
Securities Offered 749,994 shares of Common Stock, par
value $.01 per share.
Use of Proceeds The Corporation will not receive any
of the proceeds of this offering.
Shares Outstanding at July 10, 1996 22,666,413
Nasdaq Symbol AEIC
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THE CORPORATION
AEI is one of the oldest and largest international airfreight
forwarders based in the United States. Through its global network of AEI-
operated facilities and agents, AEI consolidates, documents and arranges
for transportation of its customers' shipments of heavy cargo throughout
the world. During 1995, AEI handled more than 1,774,000 individual
airfreight shipments, with an average weight of 519 pounds, to more than
2,860 cities in more than 182 countries. Since 1985, when its current
management assumed control, AEI has focused on the international
transportation of heavy cargo and has devoted its resources to expanding
and enhancing its global network and the information systems necessary to
more effectively service its customers' transportation logistics needs.
Although AEI's headquarters are located in the United States, its
network is global, with offices located in over 837 cities, including 235
cities in the United States, 185 cities in Europe and 417 cities in Asia,
the South Pacific, the Middle East, Africa and Latin America. As of
December 31, 1995, this network consisted of 194 AEI-operated facilities,
including 55 in the United States and 139 abroad, supplemented at 643
additional locations by agents, a substantial number of whom serve AEI on
an exclusive basis. The network is managed by experienced professionals,
most of whom are nationals of the countries in which they serve.
Approximately 75 percent of AEI's 32 regional and country managers have
been employed by AEI for more than ten years.
The Corporation's principal executive offices are located at 120
Tokeneke Road, Darien, Connecticut 06820 and its telephone number is (203)
655-7900.
RECENT DEVELOPMENTS
ACQUISITION OF LUSK. On April 26, 1996, AEI acquired all of the
issued and outstanding shares of capital stock of Lusk. Lusk conducts
business primarily as an international air and ocean freight forwarder.
Amongst other material assets, Lusk owns Luskcom (TM), a proprietary
software enabling Lusk to track the movements of its customers' freight.
ACQUISITION OF CARR. On May 18, 1996, AEI acquired substantially
all of the assets of John V. Carr & Son, Inc., a Michigan corporation
("CARR"), and its two wholly-owned subsidiaries, Duty Drawback Service,
Inc., a Michigan corporation, and John V. Carr & Son, Ltd., an Ontario,
Canada corporation. Carr, a provider of comprehensive international trade
services to importers and exporters, operated through 37 offices with 77
agents in 88 domestic and foreign ports, and now operates as an integrated
part of AEI's wholly owned subsidiary Radix Group International, Inc., a
California corporation doing business as AEI-Radix Customs Brokerage
Services.
ACQUISITION OF PROFREIGHT. During the first quarter of 1996, AEI
completed the acquisition of Profreight Forwarding (Pty) Ltd.
("PROFREIGHT"). Profreight employed a staff of 180 with offices in four
cities. The acquisition of Profreight further expands AEI's ocean freight
and customs brokerage capabilities in the South African marketplace.
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REDEMPTION OF DEBENTURES. On July 8, 1996, AEI completed the
redemption of its 6% Convertible Subordinated Debentures due 2003. Prior
to redemption on July 8, 1996, $74,375,000 outstanding principal amount of
Debentures were converted into an aggregate of 3,290,756 shares of Common
Stock (based on a conversion price of $22.71 per share). Fractional
shares were not issued upon conversion; cash was paid in lieu thereof.
The remaining $15,000 outstanding principal amount of Debentures were
redeemed at a redemption price of $1,042 per $1,000 principal amount of
Debentures plus accrued interest from January 15, 1996 to the redemption
date. On July 10, 1996, after giving effect to the foregoing conversion
of Debentures, there were 22,666,413 shares of Common Stock outstanding.
USE OF PROCEEDS
The Shares subject to this Prospectus are being offered for the
account of the Selling Shareholders. None of the proceeds from the sale
of Shares will be received by the Corporation.
DESCRIPTION OF CAPITAL STOCK
AEI is authorized to issue 40,000,000 shares of Common Stock,
$.01 par value per share, and 1,000,000 shares of Preferred Stock, $1.00
par value per share (the "PREFERRED STOCK"). At July 10, 1996, 22,666,413
shares of Common Stock were issued and outstanding (net of Common Stock
held in Treasury) and no shares of Preferred Stock had been issued. The
following description of the capital stock of AEI is qualified in its
entirety by reference to AEI's Certificate of Incorporation, as amended,
copies of which are on file with the Commission.
COMMON STOCK. Each holder of Common Stock is entitled to one
vote per share. Subject to the rights of the holders of outstanding
Preferred Stock, if any, in the event of any liquidation, dissolution, or
winding up, the holders of Common Stock will be entitled to share ratably
in the assets available for distribution after payment of liabilities.
The holders of Common Stock have equal rights, share for share, to receive
dividends when declared by the Board of Directors out of funds legally
available therefor. No holder of Common Stock has any preemptive right to
subscribe for any securities of the Corporation. The shares of Common
Stock do not have cumulative voting rights. The Transfer Agent and
Registrar for the Common Stock is ChaseMellon Shareholder Services, L.L.C.
PREFERRED STOCK. The Board of Directors has authority to issue
Preferred Stock from time to time without shareholder approval, in one or
more series. The Board of Directors is authorized with respect to any
series of Preferred Stock to fix the designation, the number of shares,
the voting powers, the conditions of the conversion privilege, if any, the
terms and conditions of the redemption rights, if any, the rights upon
liquidation, merger, consolidation, distribution or sale of assets,
dissolution or winding up, the dividend rate and whether dividends shall
be cumulative, and any other powers, preferences and relative,
participating, optional and other rights and the qualifications,
limitations and restrictions of such series. These terms could adversely
affect the interests of the holders of the Common Stock. The authority of
the Board of Directors to issue Preferred Stock without further
shareholder approval could be exercised in a manner that might have the
effect of delaying, deferring, or preventing a change of control of the
Corporation.
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SELLING SHAREHOLDERS
The following table sets forth, as of July 10, 1996, (i) the name
of each Selling Shareholder and any position, office or other material
relationship with the Corporation, its predecessors or affiliates, within the
past three years, (ii) the number of Shares currently owned by each Selling
Shareholder, (iii) the maximum number of Shares to be offered and sold by each
Selling Shareholder and (iv) the number of Shares to be owned after the sale
assuming the sale of all Shares offered hereby. This information is based on
data furnished to the Corporation by or on behalf of the Selling Shareholders.
<TABLE>
<CAPTION>
Shares Shares Shares
Presently to be to be Owned
Name Owned<F1> Offered<F1><F2> After Sale
<S> <C> <C> <C>
Walter C. Flower, <F3><F4> 285,889 285,889 -0-
Walter C. Flower, II,
Usufructuary, Walter C. 56,598 56,598 -0-
Flower, III, Naked
Owner<F3><F4><F5>
Walter C. Flower, III, 56,598 56,598 -0-
Trustee under Agreement
dated June 8, 1982 FBO
Walter C. Flower, II and
Walter C. Flower,
III<F3><F4><F5>
John D. Wogan, Trustee 8,160 8,160 -0-
for Anne S. Flower
John D. Wogan, Trustee 8,160 8,160 -0-
for Lindsey M. Flower
Noel E. Vargas<F4><F6> 223,046 222,709 337
Vargas Family Trust 22,376 22,376 -0-
FBO Clotilde N. Vargas
Vargas Family Trust 22,376 22,376 -0-
FBO Noel E. Vargas, II
Vargas Family Trust 22,376 22,376 -0-
FBO Eric S. Vargas<F7>
Vargas Family Trust 22,376 22,376 -0-
FBO Edward R. Vargas
Vargas Family Trust 22,376 22,376 -0-
FBO Noel E. Vargas<F4><F6>
TOTAL: 750,331 749,994 337
<FN>
<F1> The aggregate number of Shares identified in this column as being owned
by the Selling Shareholders includes 75,002 Shares (approximately 10%
of the Shares) held in escrow pursuant to the terms of the Merger (as
hereinafter defined) and such Shares may not be available for sale
pursuant to this Prospectus. See "Plan of Distribution."
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<F2> The Selling Shareholders have entered into an agreement with the
Corporation restricting them from selling the shares to be offered
until the Corporation shall have made a public statement publishing
the results of at least 30 days of combined operations of the
Corporation and Lusk.
<F3> Mr. Walter C. Flower, III was a Director and the Secretary of Lusk for
a period of greater than three (3) years ending April 26, 1996.
<F4> Mr. Noel E. Vargas and Mr. Walter C. Flower, III, respectively, will
continue to own approximately 1.00% (based on Mr. Vargas' ownership of
223,046 shares of Common Stock) and 1.26% (based on Mr. Flower's
ownership of 285,899 shares of Common Stock) of the issued and
outstanding Common Stock of the Corporation (based on 22,666,413 shares
of the Corporation's Common Stock being issued and outstanding on July
10, 1996) after completion of the offering which is the subject of this
Prospectus, assuming neither Mr. Vargas nor Mr. Flower sells any Shares
in the offering.
<F5> Mr. Walter C. Flower, II was a Director and the Chairman of the Board
of Lusk for a period of greater than three (3) years ending April 26,
1996.
<F6> Mr. Noel E. Vargas is currently a Director of the Corporation and
President and Chief Executive Officer of Lusk. Prior to April 26,
1996, Mr. Vargas was a Director and the President of Lusk for greater
than three (3) years.
<F7> Mr. Eric S. Vargas is a Vice President of Lusk. Prior to April 26,
1996, Mr. Vargas was a Director and a Vice President of Lusk for greater
than three (3) years.
</FN>
</TABLE>
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PLAN OF DISTRIBUTION
On April 26, 1996, AEI acquired all of the issued and
outstanding shares of common stock of Lusk as a result of the merger of
AEIC Acquisition Corporation, a Louisiana corporation wholly owned by
AEI, with and into Lusk, with Lusk being the surviving corporation (the
"MERGER"). Each of the Selling Shareholders was a former holder of
shares of common stock of Lusk at the effective time of the Merger. The
Shares subject to this Prospectus were issued by the Corporation to the
Selling Shareholders in a private placement transaction pursuant to the
terms of the Merger.
The Shares may be offered for sale and sold from time to time
by the Selling Shareholders within two years after the effective date of
the Registration Statement of which this Prospectus is a part. The
Selling Shareholders will act independently of the Corporation in making
decisions with respect to the timing, manner and size of each sale.
Such sales may be made on the Nasdaq National Market or otherwise, at
prevailing prices and on terms then prevailing or at prices related to
the then market price, or in negotiated transactions.
The manner in which the Shares may be sold include, without
limitation, the following: (a) block trades in which the broker-
dealer(s) engaged by the Selling Shareholders will attempt to sell the
Shares as agents but may position or resell a portion of the block as
principals to facilitate the transaction; (b) purchases by the broker-
dealer(s) as principals and resale by such brokers or dealers for their
account pursuant to this Prospectus; (c) ordinary brokerage transactions
and transactions in which the broker solicits purchasers; (d) in
negotiated transactions; and (e) as otherwise determined by the Selling
Shareholders. In effecting sales, broker-dealers engaged by the Selling
Shareholders may arrange for other broker-dealers to participate.
In order to comply with the securities laws of certain states,
if applicable, the Shares may be sold in such jurisdictions 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 the applicable state or an exemption from the
registration or qualification requirement is available and is complied
with by the Corporation and the Selling Shareholders.
The Selling Shareholders and any brokers, dealers or agents who
participate in the sale of the Shares may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act and the
commissions paid or discounts allowed to any such brokers, dealers or
agents, in addition to any profits received on resale of the Shares, if
any such broker, dealer or agent should purchase any Shares as a
principal, may be deemed to be underwriting discounts or commissions
under the Securities Act.
Under applicable rules and regulations under the Exchange Act,
any person engaged in the distribution of the Shares may not
simultaneously engage in market making activities with respect to the
Common Stock of the Corporation for a period of two
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business days prior to the commencement of such distribution. In
addition and without limiting the foregoing, each Selling Shareholder
will be subject to applicable provisions of the Exchange Act and the
rules and regulations thereunder, including, without limitation, Rules
10b-6 and 10b-7, which provisions may limit the timing of purchases and
sales of Shares by the Selling Shareholders.
AEI will not receive any part of the proceeds from the sale of
the Shares. Each of the Selling Shareholders, respectively, will pay
all applicable brokerage commissions, stock transfer taxes and the fees
of such Selling Shareholder's counsel in connection with the offer and
sale of Shares by such Selling Shareholder. AEI will bear all other
expenses in connection with the offering and sale of the Shares,
including, without limitation, all registration and filing fees,
printing, messenger and delivery fees, and legal and accounting fees and
expenses. AEI is not obligated to bear and will not bear any fees,
costs or expenses relating to the use by any of the Selling Shareholders
of an underwriter in connection with the disposition of Shares. AEI has
agreed to indemnify the Selling Shareholders against certain
liabilities, including certain liabilities under the Securities Act.
The Selling Shareholders have agreed to indemnify AEI and its affiliates
against certain liabilities, including certain liabilities under the
Securities Act.
There can be no assurances that the Selling Shareholders will
sell any or all of the Shares offered hereunder. The Shares may also be
sold pursuant to an available exemption from the registration
requirements of the Securities Act, including, without limitation, Rule
144 promulgated thereunder. The sale of Shares by "affiliates" (as
defined in Rule 144(a) under the Securities Act) are subject to the
volume and manner of sale restrictions set forth in Rule 144.
LEGAL OPINION
The validity of the issuance of the Shares offered hereby has
been passed upon for the Corporation by Cummings & Lockwood, Four
Stamford Plaza, 107 Elm Street, Stamford, Connecticut 06902-3851.
EXPERTS
The consolidated balance sheets of AEI and subsidiaries as of
December 31, 1995 and 1994, and the related consolidated statements of
operations, stockholders' investment and cash flow for each of the three
years in the period ended December 31, 1995, incorporated into this
Prospectus by reference to the Annual Report on Form 10-K of the
Corporation for the year ended December 31, 1995, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are incorporated herein in
reliance upon the authority of said firm as experts in the giving of
said reports.
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE
CONTAINED OR INCORPORATED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE CORPORATION, BY THE SELLING SHAREHOLDERS OR BY ANY
OTHER PERSON DEEMED TO BE AN UNDERWRITER. NEITHER THE DELIVERY OF THE
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES
CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF
THE CORPORATION SINCE THE DATE HEREOF. ANY MATERIAL CHANGE OCCURRING
WITHIN THE PERIOD WHEN DELIVERY OF THIS PROSPECTUS IS REQUIRED WILL BE
REFLECTED IN AN AMENDED OR SUPPLEMENTED PROSPECTUS. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY THE SHARES COVERED BY THIS PROSPECTUS 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 ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
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