<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM 10-K/A
(MARK ONE) (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, 1999
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 1-12380
AVIALL, INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 65-0433083
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2075 DIPLOMAT DRIVE 75234-8999
DALLAS, TEXAS (Zip Code)
(Address of principal executive offices)
(972) 406-2000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
- --------------------------------------- -----------------------------------------
<S> <C>
Common Stock, par value, $.01 per share New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
</TABLE>
Securities registered pursuant to Section 12(g) of the Act: None
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 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 herein,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form l0-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 as of March 10, 2000 was approximately $149.7 million.
The number of shares of Common Stock outstanding at March 10, 2000 was
18,270,594.
================================================================================
<PAGE> 2
Aviall, Inc. ("Aviall") hereby amends and restates in their entirety Items 10,
11 and 12 of its Annual Report on Form 10-K for the fiscal year ended December
31, 1999 as set forth below.
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below is the name of each director, a description of positions
and offices with Aviall, any other principal occupation, business experience
during at least the last five years, certain directorships presently held, age
and length of service as a director of Aviall.
PAUL E. FULCHINO, 53, has served as Chairman of the Board, President and Chief
Executive Officer of Aviall since January 2000. Mr. Fulchino was President and
Chief Operating Officer of BE Aerospace, Inc., a leading supplier of aircraft
cabin interior products and services, from 1996 to 1999. From 1990 to 1996, Mr.
Fulchino was President and Vice Chairman of Mercer Management Consulting, Inc.,
an international general management consulting firm. Mr. Fulchino serves in the
class of directors whose term of office expires at the annual meeting of
stockholders in 2000. Mr. Fulchino is a party to an Employment Agreement with
Aviall pursuant to which he serves as Aviall's Chairman, President and Chief
Executive Officer. See "Employment and Severance Agreement - Employment
Agreement" under Item 11 in this report.
HENRY A. MCKINNELL, 57, has served as a director of Aviall since 1993. Dr.
McKinnell has served as President of Pfizer Inc. since 1999. He served as the
Executive Vice President of Pfizer Inc. since 1992. He also served as and a
director of Pfizer Inc. since 1997. He was appointed President of Pfizer's
Worldwide Pharmaceuticals business in January 1997. Pfizer's Worldwide Consumer
Group and Strategic Planning and Policy Group continue to report to him. From
1992 to 1995 he served as Chief Financial Officer of Pfizer Inc. and President
of Pfizer's Hospital Products Group. Dr. McKinnell is also a director of John
Wiley & Sons, Inc. and The Dun & Bradstreet Corporation. Dr. McKinnell is
Chairman of the Compensation and Nominating Committee and a member of the Audit
Committee. Dr. McKinnell serves in the class of directors whose term of office
expires at the annual meeting of stockholders in 2000.
DONALD R. MUZYKA, 61, has served as a director of Aviall since 1994. Dr. Muzyka
has served as President and Chief Executive Officer of Special Metals
Corporation ("SMC") since October 1996. He served as President and Chief
Operating Officer of SMC from January 1990 to October 1996. Dr. Muzyka is also a
director of SMC and CSM Industries, Inc. Dr. Muzyka is a member of the Audit
Committee and the Compensation and Nominating Committee. Dr. Muzyka serves in
the class of directors whose term of office expires at the annual meeting of
stockholders in 2001.
RICHARD J. SCHNIEDERS, 52, has served as a director of Aviall since 1997. Mr.
Schnieders has served as Chief Operating Officer of Sysco Corporation since
January 2000 and as an Executive Vice President of Sysco since 1998. From 1992
to 1998 Mr. Schnieders was Senior Vice President Merchandising/Multi-Unit Sales
of Sysco. Mr. Schnieders has been a director of Sysco since 1997. Mr. Schnieders
is Chairman of the Audit Committee and a member of the Compensation and
Nominating Committee. Mr. Schnieders serves in the class of directors whose term
of office expires at the annual meeting of stockholders in 2002.
BRUCE N. WHITMAN, 66, has served as a director of Aviall since 1998. Mr. Whitman
has been an Executive Vice President of FlightSafety International, Inc. since
1962. Mr. Whitman is also a director of FlightSafety Boeing Training
International L.L.C., Petroleum Helicopters, Inc. and Megadata Corporation. Mr.
Whitman is a member of the Audit Committee and the Compensation and Nominating
Committee. Mr. Whitman serves in the class of directors whose term of office
expires at the annual meeting of stockholders in 2002.
The information required by this item regarding Aviall's executive officers
is set forth in Item 1 of this report, and incorporated herein by reference.
1
<PAGE> 3
ITEM 11: EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Directors who are not employees of Aviall are entitled to receive an annual
retainer of $24,375 (the "Annual Retainer"), plus $1,000 for each Board or
committee meeting attended. Directors who are employees of Aviall or any of its
subsidiaries do not receive any fees for their Board or committee service.
Directors are also reimbursed for expenses incurred in attending Board and Board
committee meetings.
Directors who are not employees of Aviall are eligible to participate in
Aviall's Directors Stock Plan. Under the Directors Stock Plan, each eligible
director may make an election to receive shares of common stock in lieu of the
Annual Retainer. All eligible directors participated in the Directors Stock Plan
during 1999 and elected to participate in 2000. The number of shares or common
stock granted to a participant is the nearest number of whole shares of common
stock which can be purchased for $30,000 (the "Share Value"), based on the mean
of the highest and lowest sale price for the common stock on the grant date as
reported on the New York Stock Exchange. In the event that there is an increase
or decrease in the Annual Retainer, the Share Value adjusts automatically so
that the ratio between the Share Value and the Annual Retainer is maintained.
Under the Directors Stock Plan, common stock is granted automatically on the
first business day in July of any calendar year to each eligible director who
has elected to participate in the Directors Stock Plan at least six months prior
to that date.
A director who receives a grant of common stock pursuant to the Directors
Stock Plan is entitled to receive dividends on and to vote such shares. However,
the director's ownership rights in such shares do not vest until six months
after the date of grant and then only if the director continues to serve on the
Board at that date. However, a participating director who has completed a full
term of service prior to the end of such six-month period, or whose service
during such six-month period was interrupted due to death or disability, will be
vested in a pro rata number of such shares.
Further, under the Directors Stock Plan, non-employee directors are also
eligible to receive options to purchase up to 3,000 shares of Aviall common
stock on the first trading day of July each year. No options were granted to
directors in l999 under the Directors Stock Plan.
2
<PAGE> 4
SUMMARY COMPENSATION TABLE
The following table sets forth the annual and long-term compensation paid
or accrued for the benefit of the individual that served as Aviall's Chief
Executive Officer during 1999 and the four most highly compensated executive
officers of Aviall at December 31, 1999, in each case for services rendered to
Aviall during Aviall's last three fiscal years. For the purposes of this report,
Jacqueline K. Collier, Charles M. Kienzle, Bruce Langsen, Jeffrey J. Murphy and
Eric E. Anderson are referred to as the "named executive officers."
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATIO COMPENSATION AWARDS
--------------------------------------------- ----------------------------------
OTHER ANNUAL RESTRICTED SHARES UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) STOCK AWARDS(2) OPTIONS/SARs(3) COMPENSATION(4)
- --------------------------- ---- ------------- ------------- --------------- --------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Jacqueline K. Collier 1999 $ 125,000 $ 10,000 $ -- $ 0 30,000 $ 400
Vice President and 1998 125,000 65,799 -- 27,421 25,000 400
Controller 1997 116,800 93,440 -- 69,496 25,000 400
Charles M. Kienzle 1999 175,000 0 -- 0 35,000 400
Senior Vice President, 1998 175,000 23,450 -- 9,778 30,000 400
Operations 1997 175,000 175,000 -- 130,156 35,000 400
Bruce Langsen 1999 175,000 208,442 -- 0 45,000 400
President of ILS 1998 168,269 144,580 -- 60,256 40,000 400
1997 140,769 141,264 -- 105,062 45,000 400
Jeffrey J. Murphy 1999 177,000 0 -- 0 35,000 553
Senior Vice President, 1998 177,000 109,739 -- 45,735 30,000 540
Law and Human Resources 1997 177,000 177,000 -- 131,644 35,000 525
Secretary and General
Counsel
Eric E. Anderson 1999 300,000 0 -- 0 100,000 27,622
President and 1998 300,000 182,398 -- 76,019 75,000 400
Chief Executive Officer 1997 199,615 200,000 31,507 148,750 75,000 25,569
</TABLE>
- --------------
1. Includes amounts reimbursed for the payment of income taxes related to
relocation expenses paid by the Company in 1997 and taxable to Mr.
Anderson. Other prerequisites and personal benefits furnished to the named
executive officers do not meet the disclosure thresholds established under
SEC regulations and are not included in this column.
2. The existing grants of restricted stock will vest on the third anniversary
of the grant date. Recipients of restricted stock awards are entitled to
receive any dividends paid with respect to these shares. No restricted
stock awards were made for services rendered in 1999. The dollar amounts
shown for 1998 in the table above were determined based upon a price of
$11.1875 per share, the closing price of the common stock on January 26,
1999, the grant date. The dollar amounts shown for 1997 were based upon a
price of $14.875 per share, the closing price of the common stock on
January 2, 1998, the first trading day following the grant date. As of
December 31, 1999, the aggregate number of shares of restricted stock and
their value (based upon a price of $8.1875, the closing price of common
stock on December 31, 1999) held by each named executive officer was as
follows: Ms. Collier, 7,123 restricted shares and $58,320; Mr. Kienzle,
9,624 restricted shares and $78,797; Mr. Langsen, 12,449 restricted shares
and $101,926; and Mr. Murphy, 12,938 restricted shares and $105,930. In
connection with Mr. Anderson's resignation from Aviall, 6,795 shares of his
restricted stock granted in 1998 were vested and his rights to 10,000
shares of restricted stock granted in 1997 were canceled in exchange for a
cash payment of $83,500.
3. Grants of stock options vest one-third each year commencing on the first
anniversary of the grant. No named executive officer received stock options
granted in tandem with SARs.
4. For 1999 this column includes (a) contributions to Aviall's Employees'
Savings Plan in the amount of $400 for each named executive, (b) premiums
for compensatory split-dollar insurance payments in the amount of $153 for
Mr. Murphy and (c) a payment of $27,222 in lieu of accrued vacation for Mr.
Anderson.
3
<PAGE> 5
EMPLOYMENT AND SEVERANCE AGREEMENTS
EMPLOYMENT AGREEMENT. Aviall is a party to an Employment Agreement with
Paul E. Fulchino pursuant to which he serves as Aviall's Chairman, President and
Chief Executive Officer. Under this Employment Agreement, Mr. Fulchino receives
an annual base salary of at least $450,000 and is eligible to receive incentive
compensation of not less than 100% of his base salary (although he is not
guaranteed any specific amount of incentive pay). Mr. Fulchino is also entitled
to supplemental term life insurance of $900,000, supplemental long-term
disability insurance such that he would receive 60 percent of his base salary
should he become permanently disabled, and other employee benefits made
available to Aviall's senior executives. The Employment Agreement has a
three-year term, expiring on December 31, 2002. In the event of an involuntary
termination of his employment (other than for cause or his death or disability),
Mr. Fulchino would receive severance pay in an amount equal to the greater of
two times his then-current base salary or the base salary for the remainder of
the term of the Employment Agreement. Pursuant to this Employment Agreement, on
December 21, 1999, Mr. Fulchino was granted options to purchase 500,000 shares
of common stock at an exercise price of $7.3125, the fair market value of the
common stock on the grant date. This option grant has a ten-year term and the
options vest one-third each year commencing on the first anniversary of the
grant date.
SEVERANCE AGREEMENTS. Aviall is a party to Severance Agreements with each
of its executive officers, including Paul E. Fulchino, that become operative
only upon a change of control. The Severance Agreements provide that if, within
a two-year period following a change of control, Aviall terminates the
employment of such executive for reasons other than death, disability or cause,
or the executive terminates employment with Aviall for good reason, the
executive is entitled to receive a severance payment in an amount equal to a
multiple of his or her (a) then-current base salary, and (b) an amount equal to
the greater of the executive's (1) incentive compensation for the current fiscal
year (assuming the Company had reached target performance for that year), or (2)
incentive compensation paid or payable to the executive for the most recently
completed fiscal year. The executive is also entitled to continue to receive
health and life insurance benefits for a period of one year following his or her
termination following a change of control. The Severance Agreements further
provide that if any amount payable thereunder or otherwise to the executive is
determined to be an "excess parachute payment" under the Internal Revenue Code,
such executive would be entitled to receive an additional payment (net of income
taxes) to compensate such executive for the excise tax imposed by the Code on
such payment. The multiple of base salary and incentive compensation referred to
above is two or three times for each of the executive officers.
SEVERANCE PAY PLAN. Aviall maintains a Severance Pay Plan for the benefit
of all full-time employees, including executive officers. The Severance Pay Plan
provides that if Aviall terminates an eligible employee's employment for any
reason other than cause, the employee is entitled to receive severance pay in an
amount determined in accordance with the terms of the plan. For executive
officers, the severance pay is an amount equal to two times (a) the executive's
then-current base salary and (b) the greater of (1) the executive's target
incentive payment for the year in which his employment was terminated and (2)
the executive's incentive payment for the most recently completed fiscal year.
Payments under the Severance Pay Plan are made in installments (a two-year
period for executive officers) unless the employee's employment occurs within
one year following a change in control. In that circumstance, the severance
payment is made in a lump sum. The Severance Pay Plan provides that in the event
that an employee is terminated under circumstances in which he is entitled to
receive severance payment under any written agreement (including the Employment
and Severance Agreements referred to in the preceding paragraphs), the employee
is not entitled to receive the benefits intended to be provided under the
Severance Pay Plan.
In connection with his resignation as Chairman, President and Chief
Executive Officer of Aviall on December 31, 1999, Eric E. Anderson is entitled
to receive severance pay from Aviall under the terms of the Severance Pay Plan.
Under the plan, he will receive a severance payment of $1.2 million, payable in
installments over a two-year period. Under the terms of his severance
arrangement, Aviall vested 6,795 shares of restricted common stock granted to
Mr. Anderson in 1998, and he received a payment of $83,500 in connection with
the cancellation of the grant of 10,000 shares of restricted stock he received
in 1997. Mr. Anderson has also agreed to not engage in any competitive activity
with Aviall for two years.
4
<PAGE> 6
OPTION/SAR GRANTS IN 1999
The following table provides information regarding the grant of stock
options to the named executive officers in 1999. In addition, hypothetical gains
of 5% and 10%, along with a third column representing a 0% gain (listed in the
table under "Potential Realizable Value at Assumed Annual Rates of Stock Price
Appreciation for Option Term"), are shown for these stock options. These
hypothetical gains are based on assumed rate of annual compound stock price
appreciation of 0%, 5% and 10% from the date the stock options were granted over
the full option term of ten years.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------
PERCENTAGE OF POTENTIAL REALIZABLE VALUE
NUMBER OF TOTAL AT ASSUMED ANNUAL RATES
SECURITIES OPTIONS/ OF STOCK PRICE
UNDERLYING SARs APPRECIATION
OPTION/ GRANTED TO EXERCISE FOR OPTION TERM
SARs EMPLOYEES PRICE PER EXPIRATION ------------------------------------
NAME GRANTED(1) IN 1999 SHARE DATE 0% 5% 10%
- ----------------------- ---------- ------------- ----------- ------------ ------------ --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Jacqueline K. Collier 30,000 2.8% $ 11.0625 01/25/09 $ 0 $ 208,714 $ 528,923
Charles M. Kienzle 35,000 3.3 11.0625 01/25/09 0 243,500 617,077
Bruce Langsen 45,000 4.2 11.0625 01/25/09 0 313,072 793,385
Jeffrey J. Murphy 35,000 3.3 11.0625 01/25/09 0 243,500 617,077
Eric E. Anderson(2) 100,000 9.4 11.0625 NA 0 0 0
</TABLE>
- --------------
1. Each of the options shown in the table above vest one third each year,
beginning on the first anniversary of the date of the grant. For each of
the named executive officers, 9,039 options are incentive stock options and
the remainder are non-qualified stock options. No options granted to the
named executive officers in 1999 were granted in tandem with SARs.
2. Under the terms of this option grant, these options expired as of December
31, 1999, the date on which Mr. Anderson resigned his position as an
executive officer of Aviall.
5
<PAGE> 7
AGGREGATED OPTIONS/SAR EXERCISES IN 1999 AND DECEMBER 31, 1999 OPTION/SAR VALUES
The following table provides information, for each of the named executive
officers, regarding the exercise of Aviall options during 1999 and unexercised
options held as of December 31, 1999.
<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARs OPTIONS/SARs AT
AT DECEMBER 31, 1999 DECEMBER 31, 1999(1)
----------------------------- -----------------------------
SHARES ACQUIRED VALUE
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------- ----------------- ----------- --------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Jacqueline K. Collier 0 $ 0 57,272 55,167 $ 2,172 $ 0
Charles M. Kienzle 0 0 113,050 66,901 5,156 0
Bruce Langsen 0 0 69,272 86,968 1,627 0
Jeffrey J. Murphy 0 0 146,113 66,901 20,140 0
Eric E. Anderson(2) 0 0 272,749 0 7,656 0
</TABLE>
- --------------
1. Based on a price of $8.1875 per share of Aviall's common stock, using
the closing price on December 31, 1999.
2. Mr. Anderson's unexercised options expired on March 31, 2000 under the
terms of these option grants.
6
<PAGE> 8
RETIREMENT BENEFITS
Aviall covers substantially all regular domestic full-time employees,
including executive officers, under the Aviall, Inc. Retirement Plan. Benefits
payable under the Retirement Plan are based on an employee's career earnings
with Aviall and its subsidiaries. At normal retirement age of 65, a participant
is entitled to a monthly pension benefit payable for life. The annual pension
benefit, when paid in the form of a life annuity with no survivor's benefits, is
generally equal to the sum of 1.45% of the first $15,600 of compensation and
bonus received, plus 1.85% of the portion of the compensation and bonus in
excess of $15,600 during each such year while a Retirement Plan member.
Retirement Plan benefits vest at the earlier of the completion of five
years of credited service or upon reaching age 65. However, in the event of a
change of control of Aviall, all participants will be fully vested and the term
"accrued benefit" will include the value of early retirement benefits for any
participant age 45 or above or with 10 or more years of service. These benefits
are not subject to any reduction for Social Security benefits or other offset
amounts. An employee's pension benefits may be paid in certain alternative forms
having actuarially equivalent values.
The maximum annual benefit under a qualified pension plan is currently
$135,000 beginning at the Social Security retirement age (currently age 65). The
maximum compensation and bonus that may be taken into account in determining
annual retirement accruals is currently $170,000. Aviall maintains a
non-qualified, unfunded benefit plan, called the Benefit Restoration Plan, which
covers those participants of the Retirement Plan, including those described
below, whose benefits are reduced by the Internal Revenue Code or other United
States laws. A participant in the Benefit Restoration Plan is entitled to a
benefit equal to the difference between the amount of benefits the participant
is entitled to without reduction and the amount of benefits the participant is
entitled to after the reductions.
Except as described below, the following table sets forth estimated annual
pension benefits (in the form of a single life annuity) assuming each named
executive officer remains continuously employed at current compensation levels
until retirement at the normal retirement date (age 65).
<TABLE>
<CAPTION>
NAME AMOUNT(1)
---- -----------
<S> <C>
Jacqueline K. Collier.................................................. $ 62,606
Charles M. Kienzle..................................................... 84,465
Bruce Langsen.......................................................... 62,314
Jeffrey J. Murphy...................................................... 75,529
Eric Anderson(2)....................................................... 42,825
</TABLE>
- --------------
1. These amounts include benefits under the Retirement Plan and the
Benefit Restoration Plan combined.
2. Mr. Anderson resigned as an executive officer of Aviall on December 31,
1999. The amount of Mr. Anderson's accrued benefit is based on his
earned compensation through December 31, 1999.
7
<PAGE> 9
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of April 11, 2000, the directors of Aviall, the Chief Executive Officer
of Aviall, the other four most highly compensated executive officers of Aviall
at December 31, 1999, Aviall's former Chief Executive Officer, and all current
directors and executive officers of Aviall as a group, beneficially owned common
stock as set forth in the following table. For purposes of this report,
Jacqueline K. Collier, Charles M. Kienzle, Bruce Langsen, Jeffrey J. Murphy and
Eric E. Anderson are referred to as the "named executive officers."
<TABLE>
<CAPTION>
TOTAL SHARES
NAME OWNED SHARES(1) OPTION SHARES(2) BENEFICIALLY OWNED(3)
- ---- --------------------- ------------------- ---------------------
<S> <C> <C> <C>
Paul E. Fulchino............................. 11,000 0 11,000
Henry A. McKinnell........................... 12,172 0 12,172
Donald R. Muzyka............................. 9,971 0 9,971
Richard J. Schnieders........................ 5,845 0 5,845
Bruce N. Whitman............................. 23,845 0 23,845
Jacqueline K. Collier(4)..................... 7,707 84,105 91,812
Charles M. Kienzle(5)........................ 13,098 146,617 159,715
Bruce Langsen(6)............................. 13,302 112,906 126,208
Jeffrey J. Murphy(7)......................... 24,557 179,680 204,237
Eric E. Anderson(8).......................... 27,323 0 27,323
All current directors and executive officers
as a group (12 persons)................... 137,135 659,895 797,030
</TABLE>
- --------------
1. Represents shares of common stock owned by such individuals, including
shares owned pursuant to the Aviall's Employees' Savings Plan and the
Directors Stock Plan.
2. Represents shares that may be acquired within 60 days of April 11, 2000
through the exercise of stock options.
3. Unless otherwise noted, the holders of the shares of common stock included
in this table have sole voting and investment power with respect to all
such shares. As of April 11, 2000, Mr. Murphy beneficially owned 1.1% of
Aviall's outstanding common stock. As of that date, no other director or
named executive officer beneficially owned one percent or more of the
outstanding common stock. All current directors and executive officers as a
group beneficially owned approximately 4.2% of the outstanding common stock
as of April 11, 2000.
4. Includes 2,451 shares of restricted common stock for which Ms. Collier has
sole voting power and no investment power.
5. Includes 874 shares of restricted common stock for which Mr. Kienzle has
sole voting power and no investment power.
6. Includes 5,386 shares of restricted common stock for which Mr. Langsen has
sole voting power and no investment power.
7. Includes 9,769 shares of common stock held jointly by Mr. Murphy and his
spouse. Mr. Murphy has shared voting and investment power with respect to
these shares. Also includes 4,088 shares of restricted common stock for
which Mr. Murphy has sole voting power and no investment power.
8. Includes 14,266 shares of common stock held jointly by Mr. Anderson and his
spouse and 200 shares held by Mr. Anderson's children. Mr. Anderson has
shared voting and investment power with respect to the shares held jointly
with his spouse. Mr. Anderson disclaims beneficial ownership of his
children's shares.
8
<PAGE> 10
The following table sets forth information regarding the number and
percentage of shares of common stock held by all persons and entities who are
known by Aviall to beneficially own five percent or more of Aviall's outstanding
common stock. The information regarding beneficial ownership of common stock by
the entities identified below is included in reliance on a report filed with the
SEC by such entity, except that the percentage is based upon Aviall's
calculations made in reliance upon the number of shares reported to be
beneficially owned by such entity in such report and the number of shares of
common stock outstanding on April 11, 2000.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS
---------------------------------------------- ----------------------- --------
<S> <C> <C>
Neuberger Berman, LLC 1,658,054 9.1%(1)
Artisan Partners Limited Partnership 1,058,759 5.8%(2)
</TABLE>
- ---------------
1. According to a Schedule 13G filed by Neuberger Berman, LLC on February 14,
2000, Neuberger Berman has sole voting power with respect to 631,354 shares
of common stock, shared voting power with respect to 1,005,200 shares of
common stock and shared dispositive power with respect to 1,658,054 shares
of common stock. In the Schedule 13G, Neuberger Berman reported that it
acts as an investment manager for various funds which hold the shares in
the ordinary course or business, that it does not have any economic
interest in the shares, that the actual owners of such shares are its
clients and its clients have the sole right to receive and the power to
direct the receipt or dividends or proceeds from the sale of the shares.
The business address of Neuberger & Berman, LLC is 605 Third Avenue, New
York, New York 10158-3698.
2. According to a Schedule 13G filed by Artisan Partners Limited Partnership
on February 14, 2000, Artisan Partners has shared voting and dispositive
power with respect to 1,058,759 shares of common stock. In the Schedule
13G, Artisan Partners reported that it acts as an investment advisor to
funds which hold shares in the ordinary course of business and that it does
not have any economic interest in the shares. The business address of
Artisan Partners is 1000 North Water Street, #1770, Milwaukee, Wisconsin
53202.
9
<PAGE> 11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to its
Annual Report on Form 10-K for the fiscal year ended December 31, 1999 to be
signed on its behalf by the undersigned, thereunto duly authorized.
AVIALL, INC.
April 26, 2000 By /s/ Paul E. Fulchino
-----------------------
Paul E. Fulchino
Chairman, President and Chief Executive Officer
10
