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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 33-90722
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A. Full title of the plan and the address of the plan if different from that of
the issuer named below:
AVIALL, INC. EMPLOYEE STOCK PURCHASE PLAN
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Aviall, Inc.
2075 Diplomat Drive
Dallas, Texas 75234-8999
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Page 1 of 10
Exhibit Index appears on page 9
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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, INC. EMPLOYEE STOCK PURCHASE
PLAN
By: /s/ JEFFREY J. MURPHY
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Jeffrey J. Murphy
Chairman, Aviall, Inc. Employee
Stock Purchase Plan
By: /s/ JACQUELINE K. COLLIER
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Jacqueline K. Collier
Vice President and Controller,
Aviall, Inc.
Date: March 26, 1999
Page 2 of 10
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AVIALL, INC. EMPLOYEE STOCK PURCHASE PLAN
Table of Contents
December 31, 1998
<TABLE>
<CAPTION>
Page
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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
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Benefits Administration Committee
of the Aviall, Inc.
Employee Stock Purchase Plan
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, Inc. Employee Stock Purchase Plan (the "Plan") at
December 31, 1998 and 1997, and the changes in net assets for each of the two
years in the period ended December 31, 1998, 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.
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
Dallas, Texas
March 23, 1999
Page 4 of 10
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AVIALL, INC. EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS
<TABLE>
<CAPTION>
December 31,
1998 1997
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<S> <C> <C>
Assets
Aviall, Inc. common stock at market value ($.01 par value;
12,112 shares and $82,214 cost at December 31, 1998;
15,029 shares and $102,262 cost at December 31, 1997) $ 141,561 223,560
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Total Assets 141,561 223,560
Liabilities - -
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Net Assets $ 141,561 223,560
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</TABLE>
The accompanying notes are an integral part
of these financial statements.
Page 5 of 10
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AVIALL, INC. EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year ended December 31,
1998 1997 1996
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<S> <C> <C> <C>
Additions
Employee contributions $ -- -- 237,932
Dividends reinvested -- -- 192
Unrealized appreciation
in fair value of investments -- 87,555 36,219
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Total additions -- 87,555 274,343
Deductions
Employee withdrawals 43,404 177,228 265,492
Unrealized depreciation
in fair value of investments 38,595 -- --
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Total deductions 81,999 177,228 265,492
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Net increase (decrease) (81,999) (89,673) 8,851
Net assets, beginning of year 223,560 313,233 304,382
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Net assets, end of year $ 141,561 223,560 313,233
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</TABLE>
The accompanying notes are an integral part
of these financial statements.
Page 6 of 10
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AVIALL, INC. EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION
The Aviall, Inc. Employee Stock Purchase Plan (the "Plan") was
established effective April 1, 1995 to promote the interests of Aviall,
Inc. and its subsidiaries (collectively, the "Company") by providing
eligible employees of the Company with additional incentive to continue
their employment and to increase efforts to promote the Company. In 1996,
the Benefits Administration Committee of the Board of Directors of
Aviall, Inc. (the "Plan Administrator") elected to discontinue the Plan
effective January 1, 1997. Participants were permitted to continue
contributions to the Plan through December 31, 1996 and the Plan will
continue to hold shares on behalf of the participants until participants
elect to withdraw from the Plan.
Prior to discontinuance, eligible employees could purchase shares of the
Company's common stock through payroll deductions at a discount from
market price. While the Company does not presently anticipate further
share issuance under the Plan, as of December 31, 1998, 171,519 shares of
the Company's $.01 par value common stock are reserved for issuance in
the event the Plan is reactivated. The Plan Administrator has appointed
Smith Barney as the Plan's trustee to keep record of, among other things,
individual participant accounts. Reference should be made to the Plan for
more complete information.
Until such time that the Plan was discontinued, substantially all full
time employees of the Company were eligible to participate in the Plan if
such employees had been employed by the Company for the entire three
consecutive months immediately preceding the beginning of a calendar
quarter (the "Plan Quarter"). Participants were allowed to authorize
payroll deductions in an amount not less than 1% and not more than 15% of
their gross earnings. No employee could acquire common stock under the
Plan if such acquisition would result in ownership of 5% or more of the
total combined voting power or value of all classes of stock of the
Company.
Payroll deductions were credited to the contribution account of each
participant. At the end of each Plan Quarter, the amount in each
participant's contribution account was applied to purchase shares of the
Company's common stock. The purchase price per share of common stock for
each Plan Quarter was equal to the lesser of 85% of the closing market
price on the first or the last day of the Plan Quarter. Common stock
purchased by each participant is considered to be issued and outstanding
as of the close of business on the last day of business of each Plan
Quarter. Stock certificates for such shares are registered in the name of
and held by the plan trustee. Upon direction by a participant, the plan
trustee will sell the shares of common stock credited to the
participant's account and deliver such proceeds, net of sales commission,
to the participants.
Page 7 of 10
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AVIALL, INC. EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting records of the Plan are maintained on the accrual basis.
Investments are valued at quoted market value. The Company pays all of
the Plan's administrative expenses except those incurred incident to the
sale of participant stock.
Unrealized appreciation/(depreciation) in fair value of investments is
determined based on the change in market values from the beginning to the
end of the year for shares held at the beginning and end of the year, and
the difference between cost and end of year market value for shares
purchased during the year that remain in the plan at year end. In
determining cost, shares are assumed to be sold on a first-in-first-out
basis.
Employee withdrawals are recorded at beginning of the year market value
for shares held at the beginning of the year or cost for shares purchased
and sold during the year.
3. INCOME TAX STATUS
Management believes the Plan qualifies as an employee stock purchase plan
under Section 423 of the Internal Revenue Code and therefore the Plan is
exempt from taxation under Section 501(a).
Participants are liable for income taxes on withdrawals from the Plan in
accordance with the Internal Revenue Code. Participants' tax liability is
more fully described in the Aviall, Inc. Employee Stock Purchase Plan
Prospectus.
Page 8 of 10
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description Page
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<S> <C> <C>
23 Consent of Independent Accountants 10
</TABLE>
Page 9 of 10
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EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-90722) of our report dated March 23, 1999
appearing on page 4 of the Annual Report on Form 11-K of the Aviall, Inc.
Employee Stock Purchase Plan for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
Dallas, Texas
March 26, 1999
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