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, 1998
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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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)
<PAGE>
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, 1999 was $767,969,862.
The number of shares of Common Stock, par value $0.01 per share, outstanding as
of April 23, 1999 was 33,389,994.
DOCUMENTS INCORPORATED BY REFERENCE
None.
<PAGE>
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 and 13 of the Company's Annual Report on Form 10-K for the year ended
December 31, 1998 (the "1998 Form 10-K") to furnish information previously
omitted therefrom pursuant to Paragraph G(3) of the General Instructions to 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 12
Item 13 - Certain Relationships and Related Transactions 14
<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, 1998.
Director
Principal Occupation and Other Continuously
Name Age Directorships Since
- -------------------- --- ----------------------------------- ------------
John M. Fowler 50 Independent business consultant 1985
since August 1998. Executive Vice
President and Chief Financial
Officer, MoneyGram Payment Systems,
Inc., October 1996 through August
1998. 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, 60 Chairman of the Board of the 1985
Company since 1985 (Chief Executive
Officer from 1985 to 1989); Since
1988 General Partner of Brynwood
Partners II L.P. and since 1996
General Partner of Brynwood
Partners III, L.P., private
investment partnerships. Director
of Hurco Companies, Inc. and
Lincoln Snacks Company.
Donald J. Keller 67 Chairman of the Board of Vlasic 1990
Foods International, Inc. since
March 1998; Chairman of the Board
of Prestone Products Corporation
from January 1995 through June
1997. Chairman of the Board of B.
Manischewitz Company from March
1993 until May 1998 (President,
Co-Chief Executive Officer and a
director from May 1992 to March
1993). Director of Dan River Inc.
<PAGE>
4
Director
Principal Occupation and Other Continuously
Name Age Directorships Since
- -------------------- --- ----------------------------------- ------------
Andrew L. Lewis IV 42 President, KRR Partners L.P., a 1986
private investment partnership,
since July 1993; independent
business consultant from July 1990
to March 1993; Chief Executive
Officer of Environmental Management
Services, an environmental
consulting firm, from 1988 to 1990.
Director of Hurco Companies, Inc.
and Independence Blue Cross of
Philadelphia.
Richard T. Niner 59 General Partner since 1988 of 1985
Brynwood Partners II L.P., and
General Partner of Wind River
Associates LP., private investment
partnerships. Director of Arrow
International, Inc., Case Pomeroy &
Company, Inc. and Hurco Companies,
Inc.
John Radziwill 51 Private investor since August 1997. 1995
President of Radix Organization
Inc. from July 1976 until August
1997; President of Radix Ventures
Inc. from 1979 until its
acquisition by the Company in June
1995.
Guenter Rohrmann 60 President and Chief Executive 1985
Officer of the Company since 1989.
Noel E. Vargas 71 President of Luskcom Group Inc. 1996
since 1975 (President and Chief
Executive Officer until its
acquisition by the Company in April
1996).
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
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
<PAGE>
5
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, 1998, there were seven meetings of
the Board of Directors, three meetings of the Executive Committee, two meetings
of the Audit Committee, two meetings of the Compensation and Stock Option
Committee, and one meeting of the Nominating Committee. Each director attended
more than 75% of the aggregate of the meetings of the Board of Directors and of
the committees thereof on which he served.
DIRECTOR COMPENSATION
During 1998, each director who is not an officer of the Company
received an annual fee of $20,000 for serving as a director and $1,250 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 Stock,
complied in a timely manner with all filing requirements applicable to them with
respect to transactions during the year ended December 31, 1998.
<PAGE>
6
(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 1998 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 incentive compensation bonus. Executive officers also
receive an allowance of $6,000 per year to defray automobile expenses but do not
receive any other perquisites. Long-term compensation has consisted solely of
the grant of stock options although the Compensation and Stock Option Committee
also has the power to grant stock appreciation rights under the Company's 1996
Incentive Stock Plan.
SUMMARY COMPENSATION TABLE
The following table sets forth the cash compensation, as well as
certain other compensation, paid or accrued by the Company to the Chief
Executive Officer and each of the four most highly compensated executive
officers of the Company (other than the Chief Executive Officer) as of December
31, 1998, for their services in all capacities for each of the years in the
three-year period ended December 31, 1998:
<PAGE>
7
<TABLE>
<CAPTION>
Long-Term
Compensation
------------
Securities
Annual Compensation (1) Underlying All Other
Name and Principal ----------------------------------- Options (2) Compensation
Position Year Salary($) Bonus($) (# of Shares) ($)(3)
- --------------------------- --------- --------- ---------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Guenter Rohrmann 1998 560,000 500,000 75,000 115,299
President and Chief 1997 525,000 1,200,000 - 0 - 114,549
Executive Officer 1996 480,000 800,000 - 0 - 40,497
Robert J. O'Connell 1998 210,000 150,000 - 0 - 58,799
Senior Vice President 1997 200,000 250,000 15,000 55,299
1996 190,000 150,000 - 0 - 14,740
Dennis M. Dolan 1998 200,000 150,000 - 0 - 28,975
Executive Vice President and 1997 190,000 250,000 15,000 26,000
Chief Financial Officer 1996 175,000 150,000 - 0 - 13,088
Giorgio Laccona 1998 185,000 150,000 - 0 - 28,012
Senior Vice President, General 1997 170,000 250,000 15,000 24,600
Manager The Americas 1996 155,000 150,000 - 0 - 12,488
Daniel J. McCauley 1998 165,000 60,000 - 0 - 60,147
Vice President, Secretary 1997 155,000 100,000 15,000 58,699
and General Counsel 1996 145,000 75,000 - 0 - 7,000
</TABLE>
- ----------
(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) Adjusted to reflect stock dividend paid on July 25, 1997.
(3) Consists of contributions by the Company to its 401(k) Retirement Plan,
which covers substantially all U.S.-based employees who are not covered by a
collective bargaining agreement. The Company contributes (i) a sum equal to
3% of the salary of each eligible employee and (ii) a further sum, not
exceeding 3% of the employee's salary, equal to the amount, if any,
contributed by the employee, subject to certain limitations imposed by the
Internal Revenue Code. Contributions under the 401(k) Retirement Plan for
1998 for Messrs, Rohrmann, O'Connell, Dolan, Laccona and McCauley were
$9,300, $9,800, $9,300, $9,300 and $7,634, respectively. 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 1998 for Messrs.
Rohrmann, O'Connell, Dolan, Laccona and McCauley were $36,000, $9,000,
$8,675, $8,212 and $5,513, respectively. A participant's interest in the
Company's contributions to the 401(k) Retirement Plan and the Deferred
Compensation Plan vests at the rate of 20% for each of the first five years
of service and is fully vested thereafter. The balance in 1998 represents
the dollar value of premiums paid by the Company with respect to life
insurance for the benefit of each of the named executive officers.
<PAGE>
8
STOCK OPTION GRANTS IN 1998
The following table sets forth information with respect to the grant
of stock options during 1998 to the executive officers named in the Summary
Compensation Table.
<TABLE>
<CAPTION>
Individual Grants
- -----------------------------------------------------------------------------------
Percent of
Total
Options Potential Realizable Value
Options Granted to Exercise at Assumed Annual Rates of
Granted Employees Price per Expiration Stock Price Appreciation
Name (# of Shs.) in 1998(2) Share($)(1) Date for Option Term(4)(3)
- --------------------- ----------- ------------- ----------- ------------ ---------------------------
5% 10%
---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Guenter Rohrmann 75,000 47% 26.31 6/18/03 544.617 1,205,675
Robert J. O'Connell -0- --- --- --- --- ---
Dennis M. Dolan -0- --- --- --- --- ---
Giorgio Laccona -0- --- --- --- --- ---
Daniel J. McCauley -0- --- --- --- --- ---
</TABLE>
(1) All options were granted at an exercise price equal to the market value on
the date of grant.
(2) Options with respect to a total of 160,000 shares were granted to
employees in 1998.
(3) Represents the potential appreciation of the options over their stated
term of five-years, based upon assumed compounded rates of appreciation of
5% per year (equivalent to 27.6%) and 10% per year (equivalent to 61.1%).
The amounts set forth in these columns are not intended as forecasts of
future appreciation, which is dependent upon the actual increase, if any,
in the market price of the underlying shares, and there is no assurance
that the amounts of appreciation shown in the table actually will be
realized.
AGGREGATED OPTION EXERCISES IN 1998 AND
OPTION VALUE AT DECEMBER 31, 1998
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 1998 and holdings of unexercised options at the
end of the year:
<PAGE>
9
<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- 84,375 103,125 499,247 166,416
Robert J. O'Connell 31,500 497,777 9,375 16,875 33,283 33,283
Dennis M. Dolan -0- -0- 20,625 16,875 99,849 33,283
Giorgio Laccona 11,250 224,674 20,625 16,875 99,849 33,283
Daniel J. McCauley -0- -0- 15,000 15,000 66,567 22,189
</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, 1998,
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 Mr. Rohrmann that
provides for an annual base salary and such annual incentive compensation bonus
as the Compensation and Stock Option Committee may determine. Mr. Rohrmann's
base salary is subject to review annually and currently is $585,000. By its
terms, the agreement will expire December 31, 2001. The 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 the 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>
10
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, 1998, 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., Circle International Group, Inc. (formerly, The Harper
Group, Inc.), and Fritz Companies, Inc. 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, 1993
[PERFORMANCE GRAPH]
Base
Period
Company Name/Index Dec 93 Dec 94 Dec 95 Dec 96 Dec 97 Dec 98
- ---------------------------- ------ ------ ------ ------ ------ ------
Air Express International CP 100 152.67 175.64 250.23 356.77 256.81
S&P 500 Index 100 101.32 139.40 171.40 228.59 293.91
Peer Group 100 98.93 142.28 103.11 171.47 181.77
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 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.
<PAGE>
11
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 1998 to the Company's
senior executive officers, including the Chief Executive Officer, the Committee
noted (a) that management continued to integrate successfully various operations
which had been acquired into the Company's logistics service and information
network, and (b) that net income for the Company was at a level which was the
second highest in Company history, but did not exceed net income for 1997 and
did not meet management's goals for the year. Accordingly, the cash bonuses for
the Company's executive officers and management in general were reduced
substantially from 1997 levels. The reduction reflected the Committee's views of
responsible management, and of the appropriate levels of bonus based upon the
year's financial results.
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 Revenue Code. The Committee is continuing to review the Company's
compensation
<PAGE>
12
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, 1999 (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)...... 3,187,700 9.5%
75 State Street
Boston, Massachusetts 02109
FMR Corp. (3).......................... 1,804,287 5.4%
82 Devonshire Street
Boston, Massachusetts 02109
Franklin Resources Inc. (4)............ 2,197,770 6.6%
Hendrik J. Hartong, Jr. (5)............ 486,517 1.5%
Guenter Rohrmann (6)................... 480,507 1.4%
Robert J. O'Connell (7)................ 44,742 (13)
<PAGE>
13
Percentage of
Shares Owned Outstanding
Beneficial Owner Beneficially (#) Shares (%)(1)
---------------- ---------------- -------------
Dennis M. Dolan (8).................... 102,938 (13)
Giorgio Laccona (9).................... 56,097 (13)
Daniel J. McCauley 49,238 (13)
(10)...................................
John M. Fowler......................... 45,000 (13)
Donald J. Keller....................... 5,063 (13)
Andrew L. Lewis IV..................... 12,607 (13)
Richard T. Niner (11).................. 357,087 1.0%
John Radziwill......................... 408,502 1.2%
Noel E. Vargas (12).................... 457,290 1.4%
All directors and executive
officers as a group
(consisting of 13 persons)............. 2,505,588 7.5%
- ------------
(1) Shares issuable upon the exercise of stock options owned by that person
which can be exercised within 60 days of April 23, 1999, 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 an amendment to a Schedule 13G filed by
Wellington Management Company ("Wellington"), dated January 1, 1999,
Wellington shared voting power with respect to 2,309,400 and shared
dispositive power with respect to of 3,187,700 shares owned by clients for
whom it acts as an investment advisor.
(3) Based on information set forth in an amendment to a Schedule 13G dated
February 1, 1999 filed jointly by FMR Corp. ("FMR"), Edward C. Johnson 3d
("Mr. Johnson") Abigail P. Johnson ("Ms. Johnson"), FMR, Mr. Johnson and
Ms. Johnson owned an aggregate of 1,804,287 shares. This amendment
indicates that FMR, Mr. Johnson and Ms. Johnson have sole dispositive
power over all 1,804,287 shares, that FMR has sole voting power over
152,837 shares and no shared voting power over any shares and that neither
Mr. Johnson nor Ms. Johnson have sole or shared voting power with respect
to any of such shares.
(4) Based on information in a Schedule 13G dated January 22, 1999 filed
jointly by Franklin Resources Inc. ("FRI"), Charles B. Johnson ("Mr. C.
Johnson"), Rupert A. Johnson, Jr. ("Mr. R. Johnson") and Franklin Advisers
Inc. ("FAI"), FRI, Mr. C. Johnson, Mr. R. Johnson and FAI owned an
aggregate of 2,197,700 shares. This filing indicates that FAI has sole
power to vote over 2,166,300 shares, that FAI has sole dispositive power
over 2,166,300 shares and Franklin Management Inc. has sole dispositive
power over 31,470 shares, and that FRI, Mr. C. Johnson and Mr. R. Johnson
are deemed to have beneficial ownership of 2,197,300 shares, and FAI has
beneficial ownership of 2,166,300 shares. None of these persons have
voting powers over 31,470 shares.
(5) Includes 83,750 shares issuable upon the exercise of stock options.
(6) Includes 131,250 shares issuable upon the exercise of stock options.
(7) Includes 18,750 shares issuable upon the exercise of stock options.
(8) Includes 30,000 shares issuable upon the exercise of stock options.
(9) Includes 30,000 shares issuable upon the exercise of stock options.
(10) Includes 22,500 shares issuable upon the exercise of stock options.
(11) Includes 5,061 shares held in custodial accounts for the benefit of Mr.
Niner's children.
<PAGE>
14
(12) Includes 156,632 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.
(13) 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 1998 Form 10-K.
<PAGE>
15
SIGNATURES(1)
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to its
report to be signed on its behalf by the undersigned, thereunto duly authorized.
AIR EXPRESS INTERNATIONAL CORPORATION
By:
----------------------------------
Daniel J. McCauley
Vice President, Secretary and
General Counsel
Dated: April 30, 1999
- -----------------------
(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).
