SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1996
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
--------------------------------------------
(Address of Principal executive offices, including zip code)
(203) 655-7900
--------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
- -------------- -----------------------------------------
None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.01 PER SHARE
---------------------------------------
(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 as of April 23, 1997 was $704,401,650.
The number of shares of Common Stock, par value $0.01 per share,
outstanding as of April 23, 1977 was 22,841,011.
DOCUMENTS INCORPORATED BY REFERENCE
None.
<PAGE>
1
INTRODUCTORY NOTE
This Amendment No. 1 on Form 10-K/A of Air Express
International Corporation (the "COMPANY") amends and restates in their
entirety Items 10, 11, 12, 13 and 14 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1996 (the "1996 FORM 10-K") to
furnish information previously omitted therefrom pursuant to
Paragraph G(3) of the General Instructions to Form 10-K and to revise the
exhibits to the 1996 Form 10-K.
<PAGE>
2
TABLE OF CONTENTS
PART III. PAGE
Item 10 - Directors and Executive Officers of the Registrant 3
Item 11 - Executive Compensation 6
Item 12 - Security Ownership of Certain Beneficial Owners
and Management 11
Item 13 - Certain Relationships and Related Transactions 13
PART IV.
Item 14 - Exhibits, Financial Statement Schedules and Reports
on Form 8-K 13
<PAGE>
3
PART III
Item 10. Directors and Executive Officers of the Registrant
(a) DIRECTORS OF THE REGISTRANT
The following table sets forth information concerning the directors
of the Company as of April 23, 1997.
<TABLE>
<CAPTION>
Director
Principal Occupation and Other Continuously
Name Age Directorships Since
- ---- --- ------------------------------ ------------
<S> <C> <C> <C>
John M. Fowler
48 Executive Vice President and Chief 1985
Financial Officer, MoneyGram
Payment Systems, Inc. since
October 1996. Independent
business consultant from July 1995
through October 1996. Executive
Vice President of Travelers Group
Inc. (formerly Primerica
Corporation), New York, New York,
1991 through June 1995. Director
of Transatlantic Holdings, Inc and
MoneyGram Payment Systems, Inc.
Hendrik J. Hartong, Jr. 58 Chairman of the Board of the 1985
Company since 1985 (Chief
Executive Officer from 1985 to
1989); General partner since 1985
of Brynwood Management, since 1988
of Brynwood Management II and
since 1996 of Brynwood Management
III, entities that serve,
respectively, as the managing
general partner of Brynwood
Partners Limited Partnership,
Brynwood Partners II L.P. and
Brynwood Partners III, L.P,
private investment partnerships.
Director of Hurco Companies, Inc.
Donald J. Keller 65 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>
4
Director
Principal Occupation and Other Continuously
Name Age Directorships Since
- ---- --- ------------------------------ ------------
Andrew L. Lewis IV 40 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 and Blue
Shield of Philadelphia.
Richard T. Niner 57 General Partner since 1985 of 1985
Brynwood Management and since 1988
of Brynwood Management II,
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., Case Pomeroy
& Company, Inc. and Hurco
Companies, Inc.
John Radziwill 49 President of Radix Organization 1995
Inc. since 1976; President of
Radix Ventures Inc. from 1979
until its acquisition by the
Company in June 1995.
Guenter Rohrmann 58 President and Chief Executive 1985
Officer of the Company since 1989
(President and Chief Operating
Officer from 1985 to 1989).
Noel E. Vargas 69 President of Luskcom Group Inc. 1996
since 1975 (President and Chief
Executive Officer until its
acquisition by the Company in
April 1996).
</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, Niner and
Vargas) has the responsibility of meeting with the Company's independent public
<PAGE>
5
accountants and internal auditors to review the plan, scope and results of the
audit 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, Lewis and Radziwill) reviews and approves the compensation of
officers, including the Chief Executive Officer, and administers the Company's
stock option plans.
The Nominating Committee (consisting of Messrs. Fowler, Hartong,
Niner and Rohrmann) screens and selects candidates to stand for election as
directors of the Company. The Nominating Committee will consider responsible
recommendations by shareholders of candidates to be nominated as directors of
the Company but does not intend to solicit such recommendations. All such
recommendations must be in writing to the Nominating Committee addressed to the
Secretary of the Company. By accepting a shareholder recommendation for
consideration, the Nominating Committee does not undertake to adopt or take any
other action concerning such recommendation or to give the shareholder its
reasons for any action or inaction.
During the year ended December 31, 1996, there were six meetings of
the Board of Directors, two meetings of the Executive Committee, two meetings
of the Audit Committee, one meeting of the Compensation and Stock Option
Committee, and one meeting of the Nominating Committee. Each director attended
more than 75% of the aggregate of the meetings of the Board of Directors and of
the committees thereof on which he served.
DIRECTOR COMPENSATION
During 1996, each director who is not an officer of the Company
received an annual fee of $16,000 for serving as a director ($8,000 in the case
of Mr. Vargas, who was elected a director at the Annual Meeting of Shareholders
in 1996) and $1,000 for each day of attendance at meetings of the Board of
Directors or a committee thereof.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 beneficially 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 and to furnish copies of such reports to the Company.
Based solely upon a review of the copies of the forms furnished to the Company
and inquiry of the Company's directors and executive officers, the Company
believes that all of its directors and executive officers, and all persons
owning beneficially more than ten percent of the Company's Common
<PAGE>
6
Stock, complied in a timely manner with all filing requirements applicable to
them with respect to transactions during the year ended December 31, 1996.
(b) EXECUTIVE OFFICERS OF THE REGISTRANT
Reference is made to the information with respect to executive officers
of the Company under the caption "Executive Officers of the Company" at the end
of Part I of the 1996 Form 10-K
Each executive 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 Shareholders of the Company after his or her election and until his
or her successor is duly elected and has qualified or until his or her earlier
death, resignation or removal.
ITEM 11. EXECUTIVE COMPENSATION
Annual compensation paid to executive officers of the Company consists
solely of salary and bonus. Executive officers also receive an allowance of
$6,000 per year to defray automobile expenses but do not receive any other
perquisites. Long-term compensation has consisted solely of the grant of stock
options although the Compensation and Stock Option Committee also has the power
to grant stock appreciation rights under the Company's 1996 Incentive Stock
Plan.
SUMMARY COMPENSATION TABLE
The following table sets forth the cash compensation, as well as
certain other compensation, paid or accrued by the Company to the Chief
Executive Officer and each of the four most highly compensated executive
officers of the Company (other than the Chief Executive Officer) as of December
31, 1996, for their services in all capacities for each of the years in the
three-year period ended December 31, 1996:
<PAGE>
7
<TABLE>
<CAPTION>
Long-Term
Compensation
-------------
Securities
Annual Compensation(1) Underlying All Other
Name and Principal -------------------------------------- Options Compensation
Position Year Salary($) Bonus($) (# of Shares) ($)(2)
- ------------------ ---- --------- -------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Guenter Rohrmann 1996 480,000 800,000 0 40,497
President and Chief 1995 450,000 650,000 75,000 9,000
Executive Officer 1994 420,000 500,000 27,000 9,000
Hendrik J. Hartong, Jr. 1996 260,000 325,000 0 11,099
Chairman of the Board 1995 260,000 325,000 50,000 9,000
1994 260,000 260,000 18,000 9,000
Robert J. O'Connell 1996 190,000 150,000 0 14,740
Senior Vice President 1995 180,000 110,000 15,000 9,000
1994 180,000 85,000 13,500 9,000
Dennis M. Dolan 1996 175,000 150,000 0 13,088
Vice President and Chief 1995 160,000 100,000 15,000 9,000
Financial Officer 1994 140,000 75,000 9,000 9,000
Giorgio Laccona 1996 155,000 150,000 0 12,488
Vice President, General 1995 140,000 75,000 15,000 9,000
Manager North America 1994 120,000 48,000 7,500 9,000
</TABLE>
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(1) Salary levels for each year are fixed at the beginning of the year.
Bonuses for each year are determined following the end of the year.
(2) Consists of contributions by the Company in the amount of $9,000 for each
year for each named executive 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. In addition, the Company makes contributions under its Deferred
Compensation Plan equal to 3% of the amounts deferred thereunder by the
named executive officers. Contributions under the Deferred Compensation
Plan for 1996 for Mr. Rohrmann, Mr. Hartong, Mr. O'Connell, Mr. Dolan and
Mr. Laccona were $29,400, $0, $4,500, $3,750 and $3,150, respectively. A
participant's interest in the Company's contributions to the 401(k)
Retirement Plan and the Deferred Compensation Plan vests at the rate of 20%
for each of the first five years of service and is fully vested thereafter.
The balance in 1996 represents the dollar value of premiums paid by the
Company with respect to term life insurance life insurance for the benefit
of each of the named executive officers.
<PAGE>
8
STOCK OPTION GRANTS IN 1996
No options were granted during 1996 to any of the executive officers
named in the Summary Compensation Table.
AGGREGATED OPTION EXERCISES IN 1996 AND
OPTION VALUE AT DECEMBER 31, 1996
The following table sets forth, for each of the executive officers
named in the Summary Compensation Table, information with respect to the
exercise of stock options during 1996 and holdings of unexercised options at
the end of the year:
<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY
ACQUIRED ON VALUE OPTIONS AT OPTIONS AT
NAME EXERCISE (#) REALIZED ($) FISCAL YEAR END (#) FISCAL YEAR END ($)(1)
- ---- ------------ ------------ --------------------------- -----------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Guenter Rohrmann 0 0 66,000 81,000 886,147 895,523
Hendrik J. Hartong, Jr. 0 0 44,000 54,000 590,765 597,015
Robert J. O'Connell 0 0 27,375 23,625 395,262 304,323
Dennis M. Dolan 0 0 19,500 19,500 274,132 234,758
Giorgio Laccona 0 0 15,938 17,812 273,947 224,953
</TABLE>
__________________
(1) Based on the excess of (i) the aggregate market value (closing price on the
NASDAQ National Market) of the underlying shares on December 31, 1996, over
(ii) the aggregate exercise price of the options.
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 $525,000 in the case
of Mr. Rohrmann and $260,000 in the case of Mr. Hartong. By its terms, each
agreement will expire December 31, 1999. Each agreement 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 for the
unexpired term of the agreement (but not less than two times the annual base
salary). A "change of control" is defined in each agreement as (i) the
acquisition by any person (which term includes any 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.
<PAGE>
9
PERFORMANCE GRAPH
The following Performance Graph compares the cumulative total
shareholder return on the Company's Common Stock over the five years ended
December 31, 1996, with the cumulative total return for the same period of
(i) the Standard & Poor's 500 Stock Index and (ii) a peer group comprised of
four publicly-held companies: Airborne Freight Corporation, Expediters
International of Washington, Inc., The Harper Group, Inc., and Fritz
Companies, Inc. In prior years, the Company included Intertrans Corporation,
which was acquired by Fritz Companies, Inc. in 1995, in the peer group. The
Company has substituted Fritz Companies, Inc. for Intertrans Corporation,
since stock prices for Intertrans Corporation are no longer available.
Dividend reinvestment has been assumed and, with respect to companies in
the peer group, the returns of each company have been weighted to reflect
its stock market capitalization relative to that of the other companies in
the group.
FIVE YEAR CUMULATIVE TOTAL RETURNS
VALUE OF $100 INVESTED ON DECEMBER 31, 1991
[PERFORMANCE GRAPH]
Measurement Period
1991 1992 1993 1994 1995 1996
Air Express International
Corporation 100.00 202.09 149.23 227.82 263.59 373.40
Standard & Poor's 500
Stock Index 100.00 107.62 118.46 120.03 165.13 203.05
Peer Group 100.00 80.12 107.30 106.15 152.67 110.64
REPORT OF COMPENSATION AND STOCK OPTION COMMITTEE
The Compensation and Stock Option Committee reviews and approves the
annual compensation of the Company's executive officers, as well as the
Company's policies and practices with respect to compensation of other
management personnel.
Compensation of executive officers consists primarily of base salary
and discretionary bonus awards tied to performance and, where appropriate, the
grant of stock options. Although the percentage of total compensation borne by
each of these
<PAGE>
10
components is not fixed, it is the view of the Committee that, in
the case of the most senior officers, the discretionary bonus should represent
a substantial percentage of total compensation and, indeed, a greater
percentage than is the case with officers having more narrowly-defined
responsibilities.
In reviewing the compensation of the Company's executive officers
(including the grant of stock options), the Committee considers (i) the levels
of executive compensation paid by the Company's principal competitors in the
air freight and air freight forwarding industry (including those publicly-held
companies in the peer group shown in the Performance Graph above), to the
extent reliable information with respect thereto is available, (ii) the
Company's reported earnings, earnings per share and profit margin (operating
income as a percentage of revenues), both in absolute terms as well as in
relation to budget forecasts, results for prior years and competitors' results
(where publicly available), (iii) the Company's return on equity and stock
price performance relative to those of its publicly-held competitors and the
market as a whole and (iv) the extent to which the Company has achieved or
exceeded its goal for the year. No specific weight is accorded to any single
factor and different factors may be accorded greater or lesser weight in
particular years or for particular officers. Salary levels for each year are
reviewed and fixed at the beginning of the year based primarily on the
Company's performance during the preceding year and the general trends in
executive salaries within the Company's industry. Cash bonuses are
determined and paid shortly following the end of the year based primarily
on the Company's performance, and that of its Common Stock, during the year,
the extent to which the Company's goals for the year were met or exceeded
and the success of management in addressing particular challenges that were
presented during the year.
In determining the cash bonuses to be paid for 1996 to the Company's
senior executive officers, including the Chief Executive Officer, the Committee
noted that the Company reported record revenues and earnings for the third year
in a row and that this strong performance was reflected in continued
appreciation in the market price of its Common Stock. In additon, the
Committee observed that management continued to integrate successfully various
operations that were acquired into the Company's logistics service and
information network.
Section 162(m) of the Internal Revenue Code generally limits (to
$1,000,000 per covered executive) the deductibility of the annual compensation
paid to a company's chief executive officer and each of its other four most
highly compensated executive officers. That section and proposed regulations
thereunder contain certain exclusions from the deductibility limitation,
including compensation that is determined on the basis of performance goals as
well as compensation attributable to the exercise of stock options and rights,
under the plans that meet certain criteria and are approved by shareholders.
The Company's 1996 Incentive Stock Plan has been designed to satisfy these
criteria. Compensation attributable to the exercise of outstanding options
previously granted under the Company's 1991 Incentive Stock Plan is also
excludable from the deductibility limitation pursuant to certain transition
rules under the Internal
<PAGE>
11
Revenue Code. The Committee is continuing to review the Company's
compensation practices for covered executives with a view to preserving
the deductibility of their compensation to the maximum extent possible,
taking all relevant factors into account, and will consider carefully the
possible modification of any compensation arrangements that might be
expected to result in any material loss of deductions.
THE COMPENSATION AND
STOCK OPTION COMMITTEE
John M. Fowler, CHAIRMAN
Donald J. Keller
Andrew L. Lewis IV
John Radziwill
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation and Stock Option Committee is an
officer or employee of the Company or any of its subsidiaries or participates
in any of the Company's management compensation plans or programs. No
executive officer of the Company is a director or member of the compensation
committee of any other entity of which any member of the Company's Compensation
and Stock Option Committee is an officer or employee.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of April 23, 1997 (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 own
beneficially more than 5% of the outstanding Common Stock of the Company, (ii)
each executive officer of the Company named in the Summary Compensation Table
under "Executive Compensation" in this Proxy Statement, (iii) each current
director 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
Shares Owned Outstanding
Beneficial Owner Beneficially (#) Shares (%)(1)
- ---------------- ---------------- -------------
Wellington Management Company (2)...... 2,239,960 9.8
75 State Street
Boston, Massachusetts 02109
FMR Corp. (3).......................... 1,481,725 6.5
82 Devonshire Street
Boston, Massachusetts 02109
Hendrik J. Hartong, Jr. (4)............ 357,845 1.6
<PAGE>
12
Percentage of
Shares Owned Outstanding
Beneficial Owner Beneficially (#) Shares (%)(1)
- ---------------- ---------------- -------------
Guenter Rohrmann (5)................... 307,140 1.3
Robert J. O'Connell (6)................ 54,879 (11)
Dennis M. Dolan (7).................... 70,340 (11)
Giorgio Laccona (8).................... 29,185 (11)
John M. Fowler......................... 30,000 (11)
Donald J. Keller....................... 3,375 (11)
Andrew L. Lewis IV..................... 9,905 (11)
Richard T. Niner (9)................... 403,058 1.8
John Radziwill......................... 272,335 1.2
Noel E. Vargas (10).................... 334,589 1.5
All directors and executive officers
as a group (consisting of 14 persons).. 1,969,851 8.6
- -----------------
(1) Shares issuable upon the exercise of stock options owned by that
person which can be exercised within 60 days of April 23, 1997, 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
Wellington Management Company ("WELLINGTON"), at January 24, 1997, Wellington
shared voting and dispositive power with respect to an aggregate of 2,239,960
shares owned by clients for whom it acts as an investment advisor.
(3) Based on information set forth in a statement on Schedule 13G filed
jointly by FMR Corp. ("FMR"), Edward C. Johnson 3d ("MR. JOHNSON"), Abigail P.
Johnson ("MS. JOHNSON") and Fidelity Management & Research Company
("FIDELITY"), at February 14, 1997, FMR owned an aggregate of 1,481,725 shares.
These shares include 1,357,200 shares beneficially owned by Fidelity in its
capacity as investment advisor to various registered investment companies. Mr.
Johnson, the Chairman of FMR, and FMR, through its control of Fidelity, each
has sole power to dispose of the 1,357,200 shares owned by the investment
companies. Neither Mr. Johnson nor FMR has the sole power to vote or direct
the voting of such shares, since such shares are voted by Fidelity in
accordance with written guidelines established by the boards of trustees of the
investment companies. Fidelity Management Trust Company, a wholly-owned
subsidiary of FMR ("FIDELITY MANAGEMENT"), is the beneficial owner of 124,525
shares as a result of its acting as investment manager of certain institutional
accounts. Mr. Johnson and FMR, through control of Fidelity Management, each
has sole voting and dispositive power over such 124,525 shares.
(4) Includes 68,500 shares issuable upon the exercise of stock options.
(5) Includes 102,750 shares issuable upon the exercise of stock options.
(6) Includes 40,125 shares issuable upon the exercise of stock options.
(7) Includes 29,250 shares issuable upon the exercise of stock options.
(8) Includes 24,375 shares issuable upon the exercise of stock options.
<PAGE>
13
(9) Includes 3,374 shares held in custodial accounts for the benefit of
Mr. Niner's children.
(10) Includes 111,880 shares held as trustee of the Vargas Family Trust
for the benefit of Mr. Vargas and certain members of his family as to which Mr.
Vargas has sole voting and dispositive power.
(11) Less than 1%.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company is not a party to any relationship or transaction required to
be disclosed pursuant to Item 404 of Regulation S-K in this Amendment No. 1 to
the 1996 Form 10-K.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report and
appear on the pages indicated.
(1) FINANCIAL STATEMENTS:
Page in the
1996 Form 10-K
Report of Independent Public Accountants F-1
Consolidated Balance Sheets as of December 31, 1996
and 1995. F-2
Consolidated Statements of Operations for the years
ended December 31, 1996, 1995 and 1994 F-3
Consolidated Statements of Stockholders' Investment
for the years ended December 31, 1996, 1995 and 1994 F-4
Consolidated Statements of Cash Flows for the years
ended December 31, 1996, 1995 and 1994 F-5
Notes to the Consolidated Financial Statements F-6
(2) FINANCIAL STATEMENT SCHEDULES
Schedule II - Valuation and Qualifying Accounts F-23
<PAGE>
14
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.
(3) EXHIBITS
EXHIBIT NO. DESCRIPTION
3 a Certificate of Incorporation, as amended through
June 29, 1992
3 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 (Commission File
Number 1-8306))
10 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 (Commission File
Number 1-8306))
10 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, 1992 (Commission File Number
1-8306))
10 c Air Express International Corporation 1984 Employees'
Stock Option Plan (incorporated herein by reference to
the Company's Proxy Statement, dated July 18, 1994,
furnished to stockholders in connection with the Annual
Meeting of Stockholders held on August 9, 1984 (Commission
File Number 1-8306))
10 d Air Express International Corporation Employees' 1991
Incentive Stock Option Plan (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
(Commission File Number 1-8306))
10 e Air Express International Corporation 1996 Incentive Stock
Plan (incorporated herein by reference to the Company's
Proxy Statement, dated May 17, 1996, furnished to
stockholders in connection with the Annual Meeting of
Stockholders held on June 20, 1996 (Commission File Number
1-8306))
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15
21 Subsidiaries of the Company (incorporated by reference to
Exhibit 21 to the 1996 Form 10-K (Commission File Number
1-8306))
23 Consent of Independent Public Accountants
27 Financial Data Schedule (incorporated by reference to
Exhibit 27 to the 1996 Form 10-K (Commission File
Number 1-8306))
<PAGE>
16
SIGNATURES(1)
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 report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Air Express International Corporation
/s/ DANIEL J. McCAULEY
By:----------------------------------
Daniel J. McCauley
Vice President, Secretary and
General Counsel
Dated: April 30, 1997
- --------------------
(1) This amendment has been executed in the same manner as a Form 8 would
have been executed prior to the rescission of Form 8. SEE, Part V.F.2.
of Release 34-31905 (February 23, 1993).
<PAGE>
Exhibit Index
EXHIBIT NO. DESCRIPTION
3 a Certificate of Incorporation, as amended through
June 29, 1992
3 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 (Commission File
Number 1-8306))
10 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 (Commission File
Number 1-8306))
10 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, 1992 (Commission File Number
1-8306))
10 c Air Express International Corporation 1984 Employees'
Stock Option Plan (incorporated herein by reference to
the Company's Proxy Statement, dated July 18, 1994,
furnished to stockholders in connection with the Annual
Meeting of Stockholders held on August 9, 1984 (Commission
File Number 1-8306))
10 d Air Express International Corporation Employees' 1991
Incentive Stock Option Plan (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
(Commission File Number 1-8306))
10 e Air Express International Corporation 1996 Incentive Stock
Plan (incorporated herein by reference to the Company's
Proxy Statement, dated May 17, 1996, furnished to
stockholders in connection with the Annual Meeting of
Stockholders held on June 20, 1996 (Commission File Number
1-8306))
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2
21 Subsidiaries of the Company (incorporated by reference to
Exhibit 21 to the 1996 Form 10-K (Commission File Number
1-8306))
23 Consent of Independent Public Accountants
27 Financial Data Schedule (incorporated by reference to
Exhibit 27 to the 1996 Form 10-K (Commission File
Number 1-8306))
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Air Express International Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State
of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of Air Express International
Corporation, by the unanimous vote of its members, duly adopted a
resolution setting forth a proposed amendment to the Certificate of
Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting of the shareholders of said corporation
for consideration thereof. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, that a proposal shall be presented for vote by
the shareholders of the corporation at the 1992 Annual Meeting
on the Board of Directors' recommendation that the Company's
Certificate of Incorporation be amended to provide for an
increase in the number of shares of stock which the Company
shall have authority to issue from eleven million (11,000,000)
shares to forty-one million (41,000,000) shares of which forty
million (40,000,000) shares shall be Common Stock with a par
value of one cent ($.01) per share and one million (1,000,000)
shares which shall be Preferred Stock with a par value of one
dollar ($1.00) per share.
SECOND: That thereafter, pursuant to the foregoing resolution of
its Board of Directors, a meeting of the shareholders of said corporation
was duly called and held on June 25, 1992 upon notice in accordance with
Section 222 of the General Corporation Law of the State of Delaware, at
which meeting the necessary number of shares as required by statute were
voted in favor of the amendment to the Certificate of Incorporation.
THIRD: That said amendment to the Certificate of Incorporation was
duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
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IN WITNESS WHEREOF, said Air Express International Corporation has caused
this certificate to be signed by Dennis M. Dolan, its Vice President, and
attested by Daniel J. McCauley, its Secretary, this 29th day of June,
1992.
AIR EXPRESS INTERNATIONAL CORPORATION
By:/s/ DENNIS M. DOLAN
------------------------
Dennis M. Dolan,
Vice President
ATTEST:
By:/s/ DANIEL J. McCAULEY
-----------------------
Daniel J. McCauley
Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Air Express International Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State
of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of Air Express International
Corporation, by the unanimous written consent of its members, filed with
the minutes of the board, duly adopted resolutions setting forth a
proposed amendment to the Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and calling a
meeting of the stockholders of said corporation for consideration
thereof. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that the Certificate of Incorporation of this
corporation be amended by adding Article Ninth thereof so that
as amended, said Article shall be and read as follows:
"No Director shall have any personal liability to the
Company or its shareholders for any monetary damages for breach
of fiduciary duty as a Director, except that this Article shall
not eliminate or limit the liability of each Director (i) for
any breach of such Director's duty of loyalty to the Company or
its shareholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which such
Director derived an improper personal benefit. This Article
shall not eliminate or limit the liability of such Director for
any act or omission occurring prior to the date when this
Article becomes effective."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, a meeting of the shareholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the
General Corporation Law of the State of Delaware, at which meeting the
necessary number
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of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said Air Express International Corporation has
caused this certificate to be signed by Walter L. McMaster, its Vice
President, and attested by David L. Dephtereos, its Secretary, this 30th
day of June, 1987.
AIR EXPRESS INTERNATIONAL CORPORATION
By:/S/ WALTER L. MCMASTER
------------------------------
Walter L. McMaster
Vice President
ATTEST:
By:/S/ DAVID L. DEPHTEREOS
---------------------------
David L. Dephtereos
Secretary
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CERTIFICATE OF MERGER
OF
AIR EXPRESS INTERNATIONAL CORPORATION
AND
AIR EXPRESS INTERNATIONAL MERGING CORPORATION
(Pursuant to Section 252(c) of the General
Corporation Law of the State of Delaware)
AIR EXPRESS INTERNATIONAL CORPORATION, a corporation organized and
existing under the laws of the State of Illinois and AIR EXPRESS
INTERNATIONAL MERGING CORPORATION, a corporation organized and existing
under the laws of the State of Delaware, DO HEREBY CERTIFY:
FIRST: That Air Express International Corporation was incorporated
on September 21, 1946, pursuant to the Business Corporation Act of the
State of Illinois (AEI-Illinois) and Air Express International Merging
Corporation was incorporated on October 2, 1981, pursuant to the General
Corporation Law of the State of Delaware (AEI-Delaware).
SECOND: Pursuant to the requirements of Section 252(c) of the
Delaware General Corporation Law and Section 69a of the Illinois Business
Corporation Act, an agreement of merger (the "Agreement of Merger")
between AEI-Illinois and AEI-Delaware has been approved, adopted,
certified, executed and acknowledged by each of the constituent
corporations.
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THIRD: The name of the surviving corporation shall be AIR EXPRESS
INTERNATIONAL MERGING CORPORATION, which shall change its name to AIR
EXPRESS INTERNATIONAL CORPORATION effective upon filing of the
Certificate of Merger.
FOURTH: The Certificate of Incorporation of the surviving
corporation shall be the Certificate of Incorporation of AIR EXPRESS
INTERNATIONAL MERGING CORPORATION with no amendments or changes other
than the change of name set forth in Article THIRD hereof.
FIFTH: The executed Agreement of Merger is on file at the principal
place of business of AEI-Delaware, the surviving corporation, at 151
Harvard Avenue, Stamford, Connecticut 06902.
SIXTH: A copy of the Agreement of Merger was provided to each
stockholder of AEI-Illinois as Annex I to the Proxy Statement of AEI-
Illinois dated October 21, 1981 which was mailed to each stockholder of
record on October 22, 1981 and an additional copy will be provided
without charge to any stockholder of either constituent corporation who
so requests.
SEVENTH: The authorized Capital Stock of AEI-Illinois is 5,000,000
shares of Common Stock, par value $.01 per share, and 10,000 shares of
$6.00 cumulative convertible preferred stock, par value $1.00 per share.
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EIGHTH: The Merger shall be effective on the 31st day of December, 1981.
IN WITNESS WHEREOF, we have signed this certificate on the 23rd day
of December, 1981.
AIR EXPRESS INTERNATIONAL CORPORATION, an
Illinois
ATTEST: corporation
/S/ MARTIN HOFFENBERG By:/S/ JOSEPH N. BERG
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Secretary President
AIR EXPRESS INTERNATIONAL MERGING
CORPORATION, a Delaware
ATTEST: corporation
/S/ MARTIN HOFFENBERG By:/S/ JOSEPH N. BERG
- ----------------------- -----------------------------------
Secretary President
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<PAGE>
CERTIFICATE OF INCORPORATION
OF
AIR EXPRESS INTERNATIONAL MERGING CORPORATION
The undersigned, a natural person, for the purpose of
organizing a corporation for conducting the business and promoting the
purposes hereinafter stated, under the provisions and subject to the
requirements of the laws of the State of Delaware (particularly Chapter
1, Title 8 of the Delaware Code and the acts amendatory thereof and
supplemental thereto, and known, identified and referred to as the
"General Corporation Law of the State of Delaware") hereby certifies
that:
FIRST: The name of this corporation (hereinafter called the
"corporation") is Air Express International Merging Corporation.
SECOND: The address, including street, number, city and
county, of the registered office of the corporation in the State of
Delaware is 100 West Tenth Street, City of Wilmington, County of New
Castle (zip code 19801); and the name of the registered agent of the
corporation in the State of Delaware at such address is The Corporation
Trust Company.
THIRD: The nature of the business and of the purposes to be
conducted and promoted by the corporation are to conduct any lawful
business, to promote any lawful purpose, and to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the
corporation shall have authority to issue is Eleven Million (11,000,000)
shares, 10,000,000 of which shall be Common Stock of the par value of
$.01 per share and 1,000,000 of which shall be Preferred Stock of the par
value of $1.00 per share.
The designations, preferences and relative, participating,
optional or other special rights and
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qualifications, limitations or restrictions of each class of stock, are
as follows:
1. The Preferred Stock may be issued in one or more series
and may be with such voting powers, full or limited, or without voting
powers, and with such designations, preferences and relative,
participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, as shall be fixed by the Board of
Directors pursuant to authority hereby expressly granted to it, and as
shall be stated and expressed in the resolution or resolutions providing
for the issue of such stock adopted by the Board of Directors pursuant to
authority expressly vested in it by these provisions.
2. Any Preferred Stock or series thereof may be made subject
to redemption at such time or times and at such price or prices as shall
be stated and expressed in the resolution or resolutions providing for
the issue of such stock adopted by the Board of Directors as hereinabove
provided.
3. The holders of Preferred Stock or of any series thereof
shall be entitled to receive dividends at such rates, on such conditions
and at such times as shall be stated and expressed in the resolution or
resolutions providing for the issue of such stock adopted by the Board of
Directors as hereinabove provided, payable in preference to, or in such
relation to, the dividends payable on any other class or classes of
stock, and cumulative or non-cumulative as shall be so stated and
expressed.
4. The holders of Preferred Stock or of any class or of any
series thereof, shall be entitled to such rights upon the dissolution of,
or upon any distribution of the assets of, the corporation as shall be
stated and expressed in the resolution or resolutions providing for the
issue of such stock adopted by the Board of Directors as hereinabove
provided.
5. Any Preferred Stock of any class or of any series thereof
may be made convertible into, or exchangeable for, shares of any other
class or classes or of any other series of the same or of any other class
or classes of stock of the corporation, at such price or prices or at
such rates of exchange and with such adjustments as shall be stated and
expressed or provided for in the resolution or resolutions
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providing for the issue of such stock adopted by the Board of Directors
as hereinabove provided.
6. Except as otherwise by statute or by the resolutions
providing for the issue of Preferred Stock specifically provided, the
Preferred Stock shall have no voting power, and the Common Stock shall
have the sole right and power to vote on all matters on which a vote of
stockholders is to be taken. Each holder of Common Stock of the
Corporation entitled to vote shall have one vote for each share thereof
held.
7. Any other preferences, rights, restrictions, including
restrictions on transferability, and qualifications of shares of such
class or series, not inconsistent with law and this Certificate shall be
as stated and expressed in the resolutions or resolutions providing for
the issue of such stock adopted by the Board of Directors as hereinabove
provided.
FIFTH: The name and mailing address of the incorporator are as
follows: Lois M. Novotny, Stroock & Stroock & Lavan, 61 Broadway, New
York, New York 10006.
SIXTH: Whenever a compromise or arrangement is proposed
between this corporation and its creditors or any class of them and/or
between this corporation and its stockholders or any class of them, any
court of equitable jurisdiction within the State of Delaware may, on the
application in a summary way of this corporation or any creditor or
stockholder thereof or on the application of any receiver or receivers
appointed for this corporation under the provisions of Section 291 of
Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this
corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation,
as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of
the creditors of class of creditors, and/or of the stockholders or class
of stockholders of this corporation, as the case may be, agree to any
compromise or arrangement and to any reorganization of this corporation
as a consequence of such compromise or
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<PAGE>
arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class of
creditors, and/or on all the stockholders or class of stockholders, of
this corporation, as the case may be, and also on this corporation.
SEVENTH: The original By-Laws of the corporation shall be
adopted by the incorporator. Thereafter, the power to make, alter, or
repeal the By-Laws, and to adopt any new By-Law, shall be vested in the
Board of Directors.
EIGHTH: The corporation shall, to the fullest extent permitted
by Section 145 of the General Corporation Law of the State of Delaware,
as the same may be amended and supplemented, or by any successor thereto,
indemnify any and all persons whom it shall have power to indemnify under
said section from and against any and all of the expenses, liabilities or
other matters referred to in or covered by said section. Such right to
indemnification shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person. The
indemnification provided for herein shall not be deemed
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exclusive of any other rights to which those seeking indemnification may
be entitled under any By-Law, agreement, vote of stockholders or
disinterested directors or otherwise.
Executed at New York, New York on October 1, 1981.
/S/ LOIS M. NOVOTNY
------------------------------------
Lois M. Novotny, Incorporator
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EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorportion
of our report included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1996 into the Company's previously filed
Registration Statement File Nos. 33-10674, 33-10799, 33-56114, 33-6303
and 333-6999.
ARTHUR ANDERSEN LLP
New York, New York
April 30, 1997
