SECURITIES AND EXCHANGE COMMISSION
_______________________________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________________________
AIR EXPRESS INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction
of incorporation or organization)
36-2074327
(I.R.S. Employer
Identification 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)
DANIEL J. MCCAULEY, ESQ.
Vice President, General Counsel and Secretary
AIR EXPRESS INTERNATIONAL CORPORATION
120 Tokeneke Road
Darien, Connecticut 06820
(203) 665-7900
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
KATHERINE P. BURGESON, ESQ.
Cummings & Lockwood
Four Stamford Plaza
107 Elm Street
Stamford, Connecticut 06902-3851
_______________________________________
Approximate date of commencement of proposed sale to the public: from
time to time within two years after the effective date of this Registration
Statement, as determined by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
_______________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each Proposed Proposed
Class of Maximum Maximum
Securities to Amount to be Offering Price Aggregate Amount of
be Registered Registered per share* Offering Price* Registration Fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01
per share 749,994 $26.125 $19,593,594 $6,757
</TABLE>
* Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the amount of the registration fee, based upon the average of the high and low
sale prices of a share of Common Stock of the Registrant on the Nasdaq
National Market for June 21, 1996.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
(SUBJECT TO COMPLETION)
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 June 26, 1996 was $27.00 per share.
The Selling Shareholders and any brokers, dealers, agents or
underwriters 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, agents or underwriters, in addition to any profits
received on resale of the Shares, if any such broker, dealer, agent or
underwriter 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 June 26, 1996.
<PAGE>
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 Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. 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," and AEI's Convertible
Subordinated Debentures due 2003 are listed on the American Stock Exchange
(the "AMEX"). 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 and at the offices of the AMEX at 86 Trinity Place, New York,
New York 10006.
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;
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.
2
<PAGE>
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.
3
<PAGE>
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 May 10, 1996 19,360,094
Nasdaq Symbol AEIC
4
<PAGE>
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 nearly
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.
Although AEI's headquarters are located in the United States, its
network is global, serving 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 efficiently 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 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 fast growing South African marketplace.
5
<PAGE>
REDEMPTION OF DEBENTURES. On June 7, 1996, AEI announced that it
had called for redemption on July 8, 1996 the entire $74,750,000 outstanding
principal amount of its 6% Convertible Subordinated Debentures due 2003. The
redemption price is $1,042 per $1,000 principal amount of Debentures plus
accrued interest from January 15, 1996 to the redemption date of $28.83, for
a total redemption payment of $1,070.83 for each $1,000 principal amount of
Debentures. Holders of Debentures may convert any or all of their Debentures
into shares of Common Stock at a conversion price of $22.71 per share. Based
on the conversion price of $22.71, each $1,000 principal amount of Debentures
will be convertible into 44.03 shares of the Corporation's Common Stock.
Fractional shares will not be issued upon conversion, but the Corporation
will pay holders cash in lieu thereof.
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 May 10, 1996, 19,360,094
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 and the AMEX.
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.
6
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth, as of June 24, 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 Presently Owned Shares to be Offered Shares to be Owned
Name Owned<F1> <F1><F2> After Sale
- --------------------- ---------------------- -------------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Walter C. Flower, III<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, 56,598 56,598 -0-
III, Trustee under
Agreement dated June 8,
1982 FBO Walter C.
Flower, II and Walter C.
Flower, III<F3><F4><F5>
John D. Wogan, 8,160 8,160 -0-
Trustee for Anne S.
Flower
John D. Wogan, 8,160 8,160 -0-
Trustee 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 and
Noel E. Vargas, Sr.<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."
7
<PAGE>
<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 1.15% (based on Mr. Vargas' ownership of
223,046 shares of Common Stock) and 1.48% (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 19,360,094
shares of the Corporation's Common Stock being issued and outstanding
on May 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>
8
<PAGE>
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, agents or
underwriters 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,
agents or underwriters in addition to any profits received on resale of the
Shares, if any such broker, dealer, agent or underwriter 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 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 Shareholder.
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<PAGE>
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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<PAGE>
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.
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth an itemization of all estimated
expenses in connection with the issuance and distribution of the securities
being registered, none of which are payable by the Selling Shareholders:
Registration Statement Filing Fee $ 6,725
Legal Fees and Expenses $15,000
Accounting Fees and Expenses $10,000
Printing Costs $ 1,000
Miscellaneous $ 1,000
Total $33,725
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Delaware General Corporation Law (the "GCL") (Section 102) allows
a corporation to eliminate the personal liability of directors of a
corporation to the corporation or to any of its stockholders for monetary
damage for a breach of his/her fiduciary duty as a director, except in the
case where the director breached his/her duty of loyalty, failed to act in
good faith, engaged in intentional misconduct or knowingly violated a law,
authorized the payment of a dividend or approved a stock repurchase in
violation of Delaware corporate law or obtained an improper personal benefit.
The Certificate of Incorporation of AEI contains a provision which eliminates
directors' personal liability as set forth above.
The GCL (Section 145) gives Delaware corporations broad powers to
indemnify their present and former directors and officers and those of
affiliated corporations against expenses incurred in the defense of any
lawsuit to which they are made parties by reason of being or having been such
directors or officers, subject to specified conditions and exclusions; gives a
director or officer who successfully defends an action the right to be so
indemnified; and authorizes the corporation to buy directors' and officers'
liability insurance. Such indemnification is not exclusive of any other right
to which those indemnified may be entitled under any bylaw, agreement, vote of
stockholders or otherwise.
AEI's Certificate of Incorporation provides for indemnification to
the fullest extent authorized by Section 145 of the GCL for directors,
officers and employees of AEI and also to persons who are serving at the
request of AEI as directors, officers or employees of other corporations
(including subsidiaries). This right of indemnification is not exclusive of
any other right which any person may acquire under any statute, bylaw,
agreement, contract, vote of stockholders or otherwise.
For the undertaking with respect to the indemnification, see Item 17.
II-1
<PAGE>
Item 16. EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
(5) Opinion of Cummings & Lockwood
(23)(a) Consent of Arthur Andersen LLP
(23)(b) Consent of Cummings & Lockwood
(Included as Part of Exhibit 5)
(24) Power of Attorney
(Included as part of Signature Page to the
Registration Statement)
Item 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling a corporation pursuant to (1) any provision or arrangement whereby
the registrant may indemnify a director, officer or controlling person of the
registrant against liabilities arising under the Securities Act of 1933, or
(2) provisions of an underwriting agreement whereby the registrant indemnifies
the underwriter or controlling persons of the underwriter against such
liabilities under the Securities Act of 1933
II-2
<PAGE>
and a director, officer or controlling person of the registrant is such an
underwriter or controlling person thereof or a member of any firm which is
such an underwriter, or (3) such other means designed to indemnify directors,
officers or controlling persons of the registrant for liabilities arising
under the Securities Act of 1933, AEI has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is therefore
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the Town of Darien, State of
Connecticut on June 26, 1996.
AIR EXPRESS INTERNATIONAL CORPORATION
By: /S/DANIEL J. MCCAULEY
---------------------------
Daniel J. McCauley
Vice President, Secretary
and General Counsel
II-4
<PAGE>
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below on this Registration Statement hereby constitutes and appoints
Daniel J. McCauley his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities (until revoked in writing), to sign any and
all amendments (including post-effective amendments) to this Form S-3
Registration Statement of Air Express International Corporation and to file
the same, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary fully to all intents and purposes
as he might or could do in person thereby ratifying and confirming all that
said attorney-in-fact and agent or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on June 26, 1996, by the following
persons in the capacities indicated.
SIGNATURE TITLE
Chairman of the Board of Directors
- ---------------------------------
Hendrik J. Hartong, Jr.
/S/GUENTER ROHRMANN President, Chief Executive Officer and
- --------------------------------- Director (Principal Executive Officer)
Guenter Rohrmann
/S/DENNIS M. DOLAN Vice President and Chief Financial
- --------------------------------- Officer (Principal Financial Officer)
Dennis M. Dolan
/S/WALTER L. MCMASTER Vice President and Controller
- --------------------------------- (Principal Accounting Officer)
Walter L. McMaster
/S/JOHN M. FOWLER Director
- ---------------------------------
John M. Fowler
/S/DONALD J. KELLER Director
- ---------------------------------
Donald J. Keller
/S/ANDREW L. LEWIS IV Director
- ---------------------------------
Andrew L. Lewis IV
/S/RICHARD T. NINER Director
- ---------------------------------
Richard T. Niner
/S/JOHN RADZIWILL Director
- ---------------------------------
John Radziwill
Director
- ---------------------------------
Noel E. Vargas
II-5
<PAGE>
EXHIBIT INDEX
NUMBER DESCRIPTION PAGE
5 Opinion of Cummings & Lockwood
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Cummings & Lockwood
(Included as part of Exhibit 5)
24 Power of Attorney
(Included as part of Signature Page
to the Registration Statement)
<PAGE>
EXHIBIT (5)
CUMMINGS & LOCKWOOD
Four Stamford Plaza
P.O. Box 120
Stamford, Connecticut 06904
June 27, 1996
Air Express International Corporation
120 Tokeneke Road
Darien, CT 06820
Re: 749,994 Shares of Common Stock, par value $.01
per share, of Air Express International
Corporation
Ladies and Gentlemen:
We are counsel to Air Express International Corporation, a
Delaware corporation (the "COMPANY"), and have represented the Company
with respect to the Registration Statement on Form S-3 (the
"REGISTRATION STATEMENT") being filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "SECURITIES
ACT"), relating to the registration of 749,994 issued and outstanding
shares of the Company's Common Stock, par value $.01 per share (the
"SHARES"), to be offered for sale and sold by and for the account of
existing shareholders of the Company.
In rendering this opinion, we have relied upon (i) a copy of
the Registration Statement; (ii) an executed copy of the Agreement and
Plan of Reorganization dated March 27, 1996, among the Company, AEIC
Acquisition Corporation, a Louisiana corporation ("AEIC"), Lusk Shipping
Company, Inc., a Louisiana corporation ("LUSK"), the stockholders of Lusk
and the certain representatives of the stockholders of Lusk (the "MERGER
AGREEMENT"), and a certified copy of the Certificate of Merger filed with
the Delaware Secretary of State on April 26, 1996, merging AEIC with and
into Lusk (the "CERTIFICATE OF MERGER"), pursuant to which documents the
Shares were originally issued by the Company; and (iii) A certificate from
Chase Mellon Shareholder Services, L.L.C., the stock transfer agent for the
Company, certifying that certificates representing the Shares have been
duly executed, countersigned and registered pursuant to the terms of the
Merger Agreement. We have also examined originals, or copies of
originals certified to our satisfaction, of such agreements, documents,
certificates and other statements of governmental officials and other
instruments, and have examined such questions of law and have satisfied
ourselves as to such matters of fact, as we have considered relevant and
<PAGE>
necessary as a basis for this opinion. We have assumed the authenticity
of all documents submitted to us as originals, the genuineness of all
signatures, the legal capacity of all natural persons and the conformity
with the original documents of any copies thereof submitted to us for
our examination. We have also assumed the valid authorization,
execution and delivery of the Merger Agreement by each party other than
the Company and the due organization, valid existence and good standing
of each such party.
Based upon and subject to the foregoing, we are of the opinion
that the Shares being registered pursuant to the Registration Statement
will, when sold, be legally issued, fully paid and non-assessable.
We express no opinion as to the application of the securities
or blue sky laws of the various states to the sale of the Shares.
This opinion is limited to the laws of the State of
Connecticut, the Delaware General Corporation Law and the laws of the
United States of America to the extent applicable.
We hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement and to all references to our firm that are
included in or made a part of the Registration Statement.
Sincerely,
/s/ CUMMINGS & LOCKWOOD
CUMMINGS & LOCKWOOD
Exhibit (23)(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports
dated March 25, 1996 included in the Annual Report on Form 10-K of the
Corporation for the year ended December 31, 1995, and to all references
to our firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
June 26, 1996
New York, NY
