<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 11-K
(MARK ONE)
[x] ANNUAL REPORT PURSUANT TO SECTION 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE PERIOD FROM JANUARY 1, 1996 TO SEPTEMBER 18, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 33-90724
-----------------------
A. Full title of the plan and the address of the plan if different from that
of the issuer named below:
AVIALL UK STOCK PURCHASE SAYE SCHEME
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Aviall, Inc.
2055 Diplomat Drive
Dallas, Texas 75234
================================================================================
Page 1 of 10
Exhibit Index appears on page 9
<PAGE> 2
REQUIRED INFORMATION
The financial statements listed in the accompanying table of contents on page 3
are filed as part of this Form 11-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Benefits Administration Committee of the Plan has duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
AVIALL UK STOCK PURCHASE SAYE SCHEME
By: /s/ Jeffrey J. Murphy
-------------------------------------------
Jeffrey J. Murphy
Chairman, Aviall UK Stock Purchase SAYE Scheme
By: /s/ Jacqueline K. Collier
-------------------------------------------
Jacqueline K. Collier
Vice President and Controller, Aviall, Inc.
December 17, 1996
Page 2 of 10
<PAGE> 3
AVIALL UK STOCK PURCHASE SAYE SCHEME
Table of Contents
September 18, 1996
Page
<TABLE>
<S> <C>
Report of Independent Accountants . . . . . . . . . . . . . . . . . . . . 4
Statements of Net Assets . . . . . . . . . . . . . . . . . . . . . . . . 5
Statements of Changes in Net Assets . . . . . . . . . . . . . . . . . . . 6
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . 7
</TABLE>
Schedules not filed herewith are omitted because of the absence of conditions
under which they are required.
Page 3 of 10
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
December 13, 1996
To the Participants and Benefits Administration Committee
of the Aviall UK
Stock Purchase SAYE Scheme
In our opinion, the accompanying statements of net assets and the related
statements of changes in net assets present fairly, in all material respects,
the net assets of the Aviall UK Stock Purchase SAYE Scheme (the "Plan") at
September 18, 1996 and December 31, 1995, and the changes in net assets for the
period from January 1, 1996 to September 18, 1996 and the period from April 1,
1995 (inception) to December 31, 1995, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
the Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
As further discussed in Note 1, the Plan was terminated on June 10, 1996.
PRICE WATERHOUSE LLP
Dallas, Texas
Page 4 of 10
<PAGE> 5
AVIALL UK STOCK PURCHASE SAYE SCHEME
STATEMENTS OF NET ASSETS
<TABLE>
<CAPTION>
September 18, December 31,
1996 1995
------------- ------------
<S> <C> <C>
Assets
- ------
Cash on deposit L. 0 73,373
------------- ------------
Total Assets 0 73,373
Liabilities 0 0
- ----------- ------------- ------------
Net Assets L. 0 73,373
============= ============
</TABLE>
The accompanying notes are an integral part
of these financial statements.
Page 5 of 10
<PAGE> 6
AVIALL UK STOCK PURCHASE SAYE SCHEME
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
For the Period
---------------------------------------
January 1, 1996 April 1, 1995
to (Inception) to
September 18, 1996 December 31, 1995
------------------ -----------------
<S> <C> <C>
Additions
Employee contributions L. 70,122 92,066
Interest 2,141 0
--------- ----------
Total additions 72,263 92,066
Deductions
Employee withdrawals 2,352 18,693
Distribution of shares and cash 143,284 0
--------- ----------
Net increase (decrease) (73,373) 73,373
Net assets, beginning of period 73,373 0
--------- ----------
Net assets, end of period L. 0 73,373
========= ==========
</TABLE>
The accompanying notes are an integral part
of these financial statements.
Page 6 of 10
<PAGE> 7
AVIALL UK STOCK PURCHASE SAYE SCHEME
NOTES TO FINANCIAL STATEMENTS
1. TERMINATION OF PLAN
On June 10, 1996, Aviall, Inc. (the "Company") completed the sale of its
engine services business which included the operation based in the United
Kingdom whose employees comprised all participants in the Aviall UK Stock
Purchase SAYE Scheme (the "Plan"). As a result of the sale, all Plan
participants were terminated from the Company and all plan assets were
distributed to participants. Final distribution occurred on September 18,
1996. Formal termination of the Plan in accordance with applicable United
Kingdom laws is now in process.
2. PLAN DESCRIPTION
The Plan was established effective March 28, 1995 to promote the interests
of the Company by providing eligible employees of the Company in the United
Kingdom with additional incentive to continue their employment and to
increase efforts to promote the Company. Prior to termination, the Plan
provided eligible employees with the opportunity to purchase shares of the
Company's common stock through payroll deductions at prices which were less
than the current market price. The Company reserved 30,000 shares of the
Company's $.01 par value common stock for issuance under the Plan. The
Benefits Administration Committee of the Company's board of directors was
the Plan's administrator (the "Administrator"). Halifax Building Society
served as the plan trustee through the date of final distribution.
The Plan provided for the issuance of invitations to eligible employees of
the Company in the United Kingdom to apply for the granting of options to
acquire shares of the Company's common stock at a 15% discount. Under the
original terms of the Plan, the option to purchase shares became
exercisable upon participation in the Plan for five years, reaching age 65,
death, or termination in certain change of control circumstances. All
options became exercisable on June 10, 1996, upon sale of the engine
services division, at an exercise price of L.3.47 per share.
Participant contributions to the Plan were made through payroll deductions
in fixed monthly amounts ranging between L.10 and L.250. Under the
original terms of the Plan, employees who participated for the full five
year qualifying period would receive interest at an effective rate of
5.53%; however, due to the Plan's early termination, the five year period
was not fulfilled and interest of 1.5% was credited to participants'
accounts. Participant balances at the termination date were divided by the
exercise price of L.3.47 and rounded down in order to determine the number
of shares acquired. Any participant balances remaining due to rounding
were distributed in cash.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting records of the Plan were maintained on the accrual basis in
British pounds sterling. The Company paid all of the Plan's administrative
expenses except those incurred incident to the sale of participant stock.
Page 7 of 10
<PAGE> 8
AVIALL UK STOCK PURCHASE SAYE SCHEME
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
4. INCOME TAX STATUS
Management believes the Plan qualifies as a certified contractual savings
scheme under Section 326 of the Income and Corporation Taxes Act of 1988
of the United Kingdom. The Plan has been approved by the UK Board of
Inland Revenue. Had the Plan operated for the full five year period, then
the proceeds from the sale of stock would have been "tax free" to the
participants; however, because of the Plans early termination, participants
will incur a tax liability.
Page 8 of 10
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Page
----------- ----------- ----
<S> <C>
23 Consent of Independent Accountants 10
</TABLE>
Page 9 of 10
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-90724) of our report dated December 13, 1996
appearing on page 4 of the Annual Report on Form 11-K of the Aviall UK
Stock Purchase SAYE Scheme for the period ended September 18, 1996.
PRICE WATERHOUSE LLP
Dallas, Texas
December 13, 1996
Page 10 of 10
