SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
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, 1995 or
[ ] 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 (IRS Employer Identification No.)
Incorporation or Organization)
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:
TITLE OF CLASS NAME OF EACH EXCHANGE ON WHICH
REGISTERED
6% Convertible Subordinated American Stock Exchange
Debentures 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 statements
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 was $ 483,557,905 as of May 10, 1996. On that date, 19,369,469
shares of Common Stock, par value $.01 per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
To the extent specified, part III of this Form 10-K incorporates information
by reference to the Registrant's definitive proxy statement for the 1996
Annual Meeting of Shareholders.
<PAGE>
INTRODUCTORY NOTE
Reference is made to the Annual Report on Form 10-K of Air
Express International Corporation (the "Company") for the fiscal year
ended December 31, 1995 filed with the Securities Exchange Commission
(the "Commission") on March 30, 1996 (the "Initial Filing"), as amended
by Amendment No. 1 on Form 10-K/A filed with the Commission on April 26,
1996 ("Amendment No. 1"; together with the Initial Filing, the "Annual
Report"). This Amendment No. 2 on Form 10-K/A hereby amends the Annual
Report as set forth below.
1. Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K, is hereby amended and restated in its entirety
as follows:
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
(a) The following documents are filed as a part of this report
on Form 10-K
(1) Financial Statements:
Report of Independent Public Accountants. F-1
Consolidated Balance Sheets as of December 31,
1995 and 1994. F-2
Consolidated Statements of Operations for the
years ended December 31, 1995, 1994 and 1993. F-3
Consolidated Statements of Stockholders'
Investment for the years ended December 31,
1995, 1994 and 1993. F-4
Consolidated Statements of Cash Flows for the
years ended December 31, 1995, 1994 and 1993. F-5
Notes to Consolidated Financial Statements. F-6
(2) Financial Statement Schedules:
Schedule II - Valuation and Qualifying Accounts. F-22
<PAGE>
All other financial statement schedules are omitted
because they are not applicable, not required, or because the
required information is included in the Company's Consolidated
Financial Statements or Notes thereto.
Separate financial statements of the Company have been
omitted since less than 25% of the net assets of its
subsidiaries and equity investments are formally restricted from
being loaned, advanced or distributed to the holding company.
(3) Exhibits required to be filed by Item 601 of
Regulation S-K.
3 a. Certificate of Incorporation, as amended through
July 24, 1993.
b. The Bylaws, as amended through March 22, 1992
(Incorporated herein by reference to Exhibit 3 to
the Company's Current Report on Form 8-K, filed
March 22, 1992).
4 a. Indenture, dated as of January 15, 1993, between
the Company and The Bank of New York, as Trustee
(Incorporated herein by reference to Exhibit 1 to
the Company's Current Report on Form 8-K, dated
February 2, 1993).
b. Specimen Convertible Subordinated Debenture
(Incorporated herein by reference to Exhibit 4(b)
to the Company's Registration Statement on Form S-
3, dated December 22, 1992).
c. Specimen certificate representing the Common Stock
(Incorporated herein by reference to Exhibit 4(c)
to the Company's Registration Statement on Form S-
3, dated December 22, 1992).
10. Material Contracts:
a. Employment Agreement, effective January 1, 1986,
between the Company and Hendrik J. Hartong, Jr.
(Incorporated herein by reference to Exhibit
10(iii) to the Company's Current Report on Form 8-
K, filed March 22, 1992).
-2-
<PAGE>
b. Employment Agreement, effective January 1, 1986,
between the Company and Guenter Rohrmann
(Incorporated herein by reference to Exhibit 10(iv)
to the Company's Current Report on Form 8-K filed
March 22, 1991).
c. Air Express International Corporation Employees'
1981 Incentive Stock Option Plan (Incorporated
herein by reference to Exhibit 10(i) to the
Company's Report on Form 10-K, dated April 12,
1985).
d. Air Express International Corporation 1984
International Employees' Stock Option Plan
(Incorporated herein by reference to the Company's
Proxy Statement, dated July 18, 1984, furnished to
stockholders in connection with the Annual Meeting
of Stockholders held on August 9, 1984).
e. Lease Agreement, entered into in June 1986, between
the Company and The Port Authority of New York and
New Jersey for Hangar 5, John F. Kennedy Airport
(Incorporated herein by reference to Exhibit A to
the Company's Report on Form 8-K filed March 19,
1987).
f. Air Express International Corporation Employees'
1991 Incentive Stock Option Plan, approved by the
Shareholders of the Company on June 20, 1991
(Incorporated herein by reference to the Company's
Proxy Statement, dated May 17, 1991, furnished to
stockholders in connection with the Annual Meeting
of Stockholders held on June 20, 1991).
21. List of Subsidiaries of the Registrant
(Incorporated herein by reference to Exhibit 21 to
the Company's Annual Report on Form 10-K filed with
the Securities and Exchange Commission on March 30,
1996).
23 a. Consent of Independent Public Accountants
(Incorporated herein by reference to Exhibit 23 to
the Company's Annual Report on Form 10-K filed with
the Securities and Exchange Commission on March 30,
1996).
-3-
<PAGE>
23 b. Consent of Independent Public Accountants.
Exhibit 23 b.
27. Financial Data Schedule (Incorporated herein by
reference to Exhibit 27 to the Company's Annual
Report on Form 10-K filed with the Securities and
Exchange Commission on March 30, 1996).
All other exhibits are omitted because they are not
applicable, not required or because the required information is
included in the Consolidated Financial Statements or Notes
thereto.
(b) Reports on Form 8-K: None.
2. Exhibit 23 b, Consent of Independent Public Accountants,
is filed herewith.
-4-
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1943, 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
By: /S/ DANIEL J. MCCAULEY
------------------------------
Daniel J. McCauley,
Vice President, Secretary and
General Counsel
Dated: July 8, 1996
-5-
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
23 b Consent of Independent Public Accountants
<PAGE>
Exhibit 23 b
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our reports included in this Form 10-K, into the
Company's previously filed Registration Statement File No. 33-63035.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
March 25, 1996
New York, NY
