<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
BE AEROSPACE, INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
BE AEROSPACE, INC.
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________
(5) Total fee paid:
________________________________________________________________________
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
________________________________________________________________________
(3) Filing Party:
________________________________________________________________________
(4) Date Filed:
________________________________________________________________________
<PAGE>
BE AEROSPACE, INC.
1400 CORPORATE CENTER WAY
WELLINGTON, FLORIDA 33414
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
AUGUST 6, 1997
------------------------
Notice is hereby given that the Annual Meeting of Stockholders of BE
Aerospace, Inc. will be held in the Conference Center, 36th Floor, Ropes & Gray,
One International Place, Boston, Massachusetts at 10:30 A.M. on Wednesday,
August 6, 1997 for the following purposes:
1. To elect two Class III directors;
2. To consider and act upon a proposal to increase the aggregate number
of shares of Common Stock authorized for issuance by the Company from
30,000,000 to 50,000,000.
3. To consider and act upon a proposal to amend the Amended and Restated
1989 Stock Option Plan by increasing the aggregate number of shares
available for grant thereunder; and
4. To transact any other business that may properly come before the
meeting, or any adjournment thereof.
Stockholders of record at the close of business on June 3, 1997 are
entitled to notice of and to vote at the meeting.
Whether or not you plan to attend the meeting in person, please sign and
date the enclosed proxy and return it promptly in the enclosed envelope.
By Order of the Board of Directors,
EDMUND J. MORIARTY
Secretary
June 30, 1997
<PAGE>
BE AEROSPACE, INC.
------------------------
ANNUAL MEETING OF STOCKHOLDERS
AUGUST 6, 1997
------------------------
PROXY STATEMENT
------------------------
The enclosed form of proxy is solicited on behalf of the Board of
Directors of BE Aerospace, Inc. (the "Company") to be voted at the Annual
Meeting of Stockholders to be held in the Conference Center, 36th Floor, Ropes &
Gray, One International Place, Boston, Massachusetts 02110 at 10:30 A.M. on
Wednesday, August 6, 1997 or at any adjournment thereof (the "Meeting"). A proxy
may be revoked by a stockholder at any time before it is voted (i) by returning
to the Company another properly signed proxy bearing a later date; (ii) by
otherwise delivering a written revocation to the Secretary of the Company; or
(iii) by attending the Meeting and voting the shares represented by the proxy in
person. Shares represented by the enclosed form of proxy properly executed and
returned, and not revoked, will be voted at the Meeting.
The expense of soliciting proxies will be borne by the Company. Officers
and regular employees of the Company (who will receive no compensation therefor
in addition to their regular salaries) may solicit proxies. In addition to the
solicitation of proxies by use of the mails, the Company may use the services of
its officers and regular employees to solicit proxies personally and by mail,
telephone and telegram from brokerage houses and other shareholders. The Company
also has retained Corporate Investor Communications, Inc. to assist in such
solicitation for a fee of $4,000 plus expenses. The Company also will reimburse
brokers and other persons for their reasonable charges and expenses in
forwarding soliciting materials to their principals.
In the absence of contrary instructions, the persons named as proxies will
vote in accordance with the intentions stated below. The holders of record of
shares of the common stock, $0.01 par value, of the Company (the "Common Stock")
at the close of business on June 3, 1997 are entitled to receive notice of and
to vote at the Meeting. As of that date, the Company had issued and outstanding
22,069,522 shares of Common Stock. Each such share of Common Stock is entitled
to one vote on each matter to come before the Meeting.
Consistent with Delaware state law and the Company's by-laws, a majority
of the shares entitled to be cast on a particular matter, present in person or
represented by proxy, constitutes a quorum as to such matter. Votes cast by
proxy or in person at the Meeting will be counted by the person appointed by the
Company to act as inspector of election for the Meeting. The two nominees for
election as directors at the Meeting who receive the greatest number of votes
properly cast for the election of directors shall be elected directors. Proposal
No. 2, as hereinafter described, must receive the affirmative vote of a majority
of the outstanding Common Stock, and
<PAGE>
accordingly abstentions and "broker non-votes" (i.e., shares represented at the
Meeting held by brokers or nominees as to which (i) instructions have not been
received from the beneficial owners or persons entitled to vote; and (ii) the
broker or nominee does not have the discretionary voting power on a particular
matter) will have the effect of a vote against Proposal No. 2. A majority of the
shares in attendance at the Meeting, present in person or represented by proxy,
is necessary to approve the action described in Proposal No. 3 of the
accompanying Notice of Annual Meeting. The inspector of election will count the
total number of votes cast "for" approval of Proposal No. 3 for purposes of
determining whether sufficient affirmative votes have been cast. The inspector
of election will count shares represented by proxies that withhold authority to
vote either for the nominees for election as a director or for Proposal Nos. 2
and 3 or that reflect abstentions and broker non-votes only as shares that are
present and entitled to vote on the matter for purposes of determining the
presence of a quorum, but neither abstentions nor broker non-votes will have any
effect on the outcome of voting on any matter.
The Annual Report to Stockholders for the Company's fiscal year ended
February 22, 1997 accompanies this proxy statement. This proxy statement and
the enclosed proxy are being mailed to stockholders on the same date as the date
of the Notice of Annual Meeting.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The persons named in the enclosed proxy intend to vote each share as to
which a proxy has been properly executed and returned and not revoked in favor
of the election as directors of the two nominees named below, each of whom is
now a director of the Company, unless authority to vote for the election of
either or both of such nominees is withheld by marking the proxy to that effect.
Pursuant to the Company's Restated Certificate of Incorporation, the Board
of Directors is divided into three classes, as nearly equal in number as
possible, so that each director (in certain circumstances after a transitional
period) will serve for three years, with one class of directors being elected
each year.
The nominees are the two directors currently designated as Class III
Directors, whose terms expire at the 1997 Annual Meeting. The enclosed proxy
cannot be voted for a greater number of persons than two.
If Proposal No.1 is approved, Messrs. Richard G. Hamermesh and Amin J.
Khoury will be elected as Class III Directors for a term of three years,
expiring at the 2000 Annual Meeting, and until their respective successors are
elected and shall qualify to serve.
It is expected that Messrs. Hamermesh and Khoury will be able to serve,
but if either is unable to serve, the proxies reserve discretion to vote, or
refrain from voting, for a substitute nominee or nominees or to fix the number
of directors at a lesser number.
-2-
<PAGE>
NOMINEES
NAME, AGE (AS OF JUNE 3, 1997), DIRECTOR
BUSINESS EXPERIENCE AND CURRENT SINCE
DIRECTORSHIPS --------
- ---------------------------------------
RICHARD G. HAMERMESH, 49 -- Dr. 1987
Hamermesh has been a Director of the
Company since July 1987. Since August
1987, Dr. Hamermesh has been the
Managing Partner of the Center for
Executive Development, an independent
management consulting company, and,
from December 1986 to August 1987, Dr.
Hamermesh was an independent
consultant. Prior to such time, Dr.
Hamermesh was on the faculty at the
Harvard Business School. Dr.
Hamermesh is also a Director of
Applied Extrusion Technologies, Inc.,
a manufacturer of oriented
polypropylene films used in consumer
products labeling and packaging
applications.
AMIN J. KHOURY, 58 -- Mr. Khoury has 1987
been Chairman of the Board of the
Company since he cofounded the Company
with Robert J. Khoury in July 1987 and
was Chief Executive Officer until April
1, 1996. Since 1986, Mr. Khoury has
also been the Managing Director of The
K.A.D. Companies, Inc., an investment,
venture capital and consulting firm.
Mr. Khoury is currently the Chairman of
the Board of Directors of Applied
Extrusion Technologies, Inc., a
manufacturer of oriented polypropylene
films used in consumer products labeling
and packaging applications, and a member
of the Board of Directors of Brooks
Automation, Inc. the leading manufacturer
in the U.S. of vacuum central wafer
handling systems for semiconductor
manufacturing. Mr. Khoury is the brother
of Robert J. Khoury.
-3-
<PAGE>
CURRENT DIRECTORS
NAME, AGE (AS OF JUNE 3, 1997), DIRECTOR TERM
BUSINESS EXPERIENCE AND CURRENT SINCE EXPIRES
DIRECTORSHIPS --------- -------
- --------------------------------------
JIM C. COWART, 45 -- Mr. Cowart has 1989 1998
been a Director of the Company since
November 1989. Since January 1993,
Mr. Cowart has been the Chairman of
the Board of Directors and Chief
Executive Officer of Aurora
Electronics, Inc., a supplier of
environmental recycling and recovery
services to the electronics industry.
Since January 1992, Mr. Cowart has
also been a Director of EOS Capital,
Inc., a private capital firm retained
by the Company for strategic planning,
competitive analysis, financial
relations and other services. From
1987 until 1991, Mr. Cowart was a
general partner of Capital Resource
Partners, a private capital investment
manager. From 1982 to 1987, Mr.
Cowart was a Senior Vice President of
Investment Banking at Shearson Lehman
Brothers and was the President of
Shearson Venture Capital, Inc.
PAUL E. FULCHINO, 50 -- Mr. Fulchino 1996 1998
was elected a Director and President
and Chief Operating Officer of the
Company effective April 1, 1996. From
1990 to 1996, Mr. Fulchino served as
president and Vice Chairman of Mercer
Management Consulting, Inc., an
international general management
consulting firm with over 1,100
employees. In addition to his
management responsibilities as
President of Mercer, Mr. Fulchino also
had responsibility for advising
clients throughout the world,
particularly with respect to the
transportation industry, including a
number of major airlines.
ROBERT J. KHOURY, 55 -- Mr. Khoury 1987 1999
has been a Director of the Company
since he cofounded the Company with
Amin J. Khoury in July 1987.
Mr. Khoury was elected Vice Chairman
and Chief Executive Officer effective
April 1, 1996; from July 1987 until
that date, Mr. Khoury served as the
Company's President and Chief Operating
Officer. From 1986 to 1987, Mr. Khoury
was Vice President of The K.A.D.
Companies, Inc. Mr. Khoury is the
brother of Amin J. Khoury.
-4-
<PAGE>
BRIAN H. ROWE, 66 -- Mr. Rowe has been a 1995 1998
Director of the Company since July
1995. Mr. Rowe is currently Chairman
Emeritus of GE Aircraft Engines, a
principal business unit of the General
Electric Company, where he also served
as Chairman from September 1993
through January 1995 and as President
from 1979 through 1993. Since January
1996, Mr. Rowe has served as Executive
Vice Chairman of American Regional
Aircraft Industries. From March 1994
to November 1995, Mr. Rowe served as a
Director of Astrostructures Hamble
Limited, a manufacturer of military
and civil aircraft components. Since
March 1995, Mr. Rowe has also been a
Director of Atlas Air Inc., an air
cargo carrier. Since January 1980,
Mr. Rowe has been a Director of
Cincinnati Bell Inc., a communications
services company. Since December
1995, Mr. Rowe has also been a
Director of Stewart & Stevenson
Services, Inc., a custom packager of
engine systems, and Textron Inc., a
manufacturer of mechanical devices for
aircraft and other applications.
HANSJORG WYSS, 61 -- Mr. Wyss has been 1989 1999
a Director of the Company since August
1989. Since 1977, Mr. Wyss has served
as Director, President and Chief
Executive Officer of Synthes North
America and Synthes Canada, Ltd.,
manufacturers and distributors of
orthopedic implants and instruments.
Mr. Wyss formerly held management
positions with Monsanto Europe in
Belgium, Schappe-Burlington and
Chrysler International in Switzerland.
Mr. Wyss earned his MBA at Harvard
Graduate School of Business and
attained a Master of Science from the
Swiss Federal Institute of Technology
in Zurich. Mr. Wyss presently sits on
numerous boards including Harvard
Graduate School of Business, Norian
Corporation, Boathouse Sports,
Southern Utah Wilderness Alliance and
the Grand Canyon Trust.
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held six meetings during the fiscal year ended
February 22, 1997 ("Fiscal 1997"). Each director attended at least 75% of the
aggregate of the total number of Board meetings and the total number of meetings
of committees of the Board on which he served during Fiscal 1997, except for Mr.
Cowart, who attended at least 67% of all meetings. The Board of Directors
currently has two standing committees, the Audit Committee and the Stock Option
and Compensation Committee.
-5-
<PAGE>
The Audit Committee, composed of Messrs. Richard G. Hamermesh and Hansjorg
Wyss, held 1 meeting during Fiscal 1997. The Audit Committee recommends to the
Board of Directors the independent auditors to be engaged by the Company,
reviews with management and with the independent auditors the Company's internal
accounting procedures and controls and reviews with the independent auditors the
scope and results of their audit.
The Stock Option and Compensation Committee, composed of Messrs. Cowart and
Hamermesh, held 1 meeting during Fiscal 1997 and acted pursuant to unanimous
written consent on 5 occasions. The Committee provides recommendations to the
Board regarding compensation matters and administers the Company's stock option
and compensation plans.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table and notes thereto set forth certain information with
respect to the beneficial ownership of the Company's Common Stock as of June 3,
1997 by (i) each person who is known to the Company to beneficially own more
than 5% of the outstanding shares of Common Stock of the Company; (ii) each of
the chief executive officer and the four other most highly paid executive
officers of the Company in Fiscal 1997 (collectively, the "Named Executive
Officers") and each director of the Company; and (iii) all executive officers
and directors of the Company as a group. Except as otherwise indicated, each of
the stockholders named below has sole voting and investment power with respect
to the shares of Common Stock beneficially owned:
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned
------------------
Percent of
Number Outstanding
of Shares Shares(1)
---------------------------
<S> <C> <C>
FMR Corporation.................................. 2,672,800 11.49
82 Devonshire Street
Boston, MA 02109
Schneider Capital Management, L.P................ 1,734,100 7.46
480 East Swedesford
Wayne, PA 19807
American Century Companies, Inc.................. 1,248,100 5.37
4500 Main Street
Kansas City, MO 64111
Hansjorg Wyss*.................................. 193,609(2) **
Amin J. Khoury+*................................. 187,500(3) **
Robert J. Khoury+*............................... 123,970(4) **
Jim C. Cowart*................................... 100,500(5) **
Thomas P. McCaffrey+............................. 75,911(6) **
</TABLE>
-6-
<PAGE>
<TABLE>
<S> <C> <C>
Paul E. Fulchino+*............................... 63,611(7) **
Richard G. Hamermesh*............................ 26,500(8) **
E. Ernest Schwartz+.............................. 26,000(9) **
Brian H. Rowe*................................... 18,750(10) **
All Directors and Executive Officers as a group
(14 Persons).................................... 1,191,230(11) 5.12
- ---------------
</TABLE>
+ Named Executive Officer
* Director of the Company
** Less than 1 percent
(1) The number of shares of Common Stock deemed outstanding includes: (i)
22,069,522 shares of Common Stock outstanding as of June 3, 1997 and (ii)
shares of Common Stock subject to outstanding stock options which are
exercisable by the named individual or group in the next sixty days
(commencing June 3, 1997).
(2) Includes 52,500 shares issuable upon the exercise of stock options
exercisable in the next sixty days. Excludes options to purchase 12,500
shares of Common stock which are not exercisable in the next sixty days.
(3) Includes 187,500 shares issuable upon the exercise of stock options
exercisable in the next sixty days. Excludes options to purchase 112,500
shares of Common stock which are not exercisable in the next sixty days.
(4) Includes 122,500 shares issuable upon the exercise of stock options
exercisable in the next sixty days and shares owned through the Company
401(k) plan. Excludes options to purchase 37,500 shares of Common Stock
which are not exercisable in the next sixty days.
(5) Includes 13,000 shares acquired by a profit sharing plan and 77,500 shares
issuable upon the exercise of stock options exercisable in the next sixty
days. Excludes options to purchase 17,500 shares of Common Stock which are
not exercisable in the next sixty days.
(6) Includes 70,000 shares issuable upon the exercise of stock options
exercisable in the next sixty days and shares owned through the Company
401(k) plan. Excludes options to purchase 45,000 shares of Common Stock
which are not exercisable in the next sixty days.
(7) Includes 62,500 shares issuable upon the exercise of stock options
exercisable in the next sixty days and shares owned through the Company
401(k) plan. Excludes options to purchase 137,500 shares of Common Stock
which are not exercisable in the next sixty days.
-7-
<PAGE>
(8) Includes 17,500 shares issuable upon the exercise of stock options
exercisable in the next sixty days. Excludes options to purchase 12,500
shares of Common Stock which are not exercisable in the next sixty days.
(9) Includes 25,000 shares issuable upon the exercise of stock options
exercisable in the next sixty days. Excludes options to purchase 30,000
shares of Common Stock which are not exercisable in the next sixty days.
(10) Includes 18,750 shares issuable upon the exercise of stock options
exercisable in the next sixty days. Excludes options to purchase 26,250
shares of Common Stock which are not exercisable in the next sixty days.
(11) Includes 971,500 shares issuable upon the exercise of stock options
exercisable in the next sixty days. Excludes options to purchase 530,000
shares of Common Stock which are not exercisable in the next sixty days.
EXECUTIVE COMPENSATION
Report of the Compensation Committee of the Board of Directors
The Compensation Committee, which is responsible for making recommendations
to the Board of Directors on compensation relating to officers of the Company
and administering the Company's stock option plans, makes the following report
on executive compensation for Fiscal 1997:
The Company's executive compensation program is designed to reward and
retain executives who are capable of leading the Company in achieving its
strategic and financial objectives in the competitive and rapidly changing
commercial aircraft cabin interior products industry.
The Company relies on three compensation components to motivate executive
performance: annual salary, incentive cash bonuses and stock-based incentive
compensation. Each of the Named Executive Officers has an employment agreement
that establishes an annual base salary at a level the Company believes is modest
for companies in the aerospace and airline industries and in the mid-range for
growth companies traded on the Nasdaq National Market. In addition to base
salary, each Named Executive Officer may receive an incentive cash bonus at the
end of each fiscal year based upon corporate performance and that officer's
individual performance. Corporate performance is measured by the Company's
strategic and financial performance in that fiscal year, with particular
reference to net revenues, operating earnings and working capital management for
the year, together with gains in market share for the Company's products.
Because the Compensation Committee believes that short-term fluctuations in
stock price do not necessarily reflect the underlying strength or future
prospects of the Company, the Compensation Committee does not emphasize year-to-
year changes in stock price in its evaluation of corporate performance.
Individual performance is measured by the strategic and
-8-
<PAGE>
financial performance of the particular officer's operational responsibility in
comparison to targeted performance criteria.
While skeptical about the significance of short-term fluctuations in stock
price, the Compensation Committee believes that long-term stock price
appreciation will reflect the Company's achievement of its strategic goals and
objectives. Accordingly, the Company seeks to create long-term performance
incentives for its key employees through the Company's stock-based incentive
compensation program. Stock options are granted to key employees at a price
equal to the fair market value on the date of grant, and awards are based on the
performance of such employees and anticipated contributions by such employees in
helping the Company achieve its strategic goals and objectives. Stock option
grants are also made by reference to the number of stock options an employee
already holds.
The base salary for Mr. Robert J. Khoury, Vice Chairman of the Board and
Chief Executive Officer of the Company during Fiscal 1997, for Fiscal 1997 was
$450,000 which included a cost-of-living increase calculated by reference to the
Consumer Price Index as provided in his employment agreement with the Company.
See "Employment Contracts -- Robert J. Khoury" below. Mr. Khoury was granted a
bonus of $400,000 in Fiscal 1997 and received options to purchase 50,000 shares
of the Company's Common Stock. In arriving at the cash bonus and option awards
for Mr. Khoury, the Committee considered the Company performance criteria
described above, as measured by specific targets and performance objectives, and
concluded that the Company had made substantial progress during Fiscal 1997
toward achieving such targets and performance objectives. The Committee also
considered the Company's progress toward its strategic objective of becoming the
industry leader in manufacturing and servicing commercial aircraft cabin
interior equipment, and Mr. Khoury's leadership role in achieving such progress.
With respect to the above matters, the Compensation Committee submits this
report.
COMPENSATION COMMITTEE
Jim C. Cowart
Richard G. Hamermesh
-9-
<PAGE>
The following tables set forth information with respect to the compensation
of the Named Executive Officers in Fiscal 1997:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
--------------------------------
Annual Compensation
------------------- All Other
Name and Principal Position Year (1) Salary($) Bonus($) Options(#) Compensation($)
- -------------------------------- -------- --------- -------- ------------ -----------------
<S> <C> <C> <C> <C> <C>
Amin J. Khoury 1997 $445,046 $550,000 150,000 $ 6,188(2)
Chairman 1996 403,211 0 0 3,990(2)
1995 382,653 0 0 3,764(2)
Robert J. Khoury 1997 $434,084 $400,000 50,000 $15,079(2)
Vice Chairman and 1996 256,000 0 0 5,137(2)
Chief Executive Officer 1995 200,000 0 60,000 4,551(2)
Paul E. Fulchino (3) 1997 $398,084 $350,000 250,000 $29,407(2)
President, and Chief
Operating Officer
Thomas P. McCaffrey 1997 $229,326 $305,000 60,000 $23,760(2)
Corporate Senior Vice 1996 195,000 0 0 5,515(2)
President of Administration, 1995 155,192 0 20,000 4,201(2)
Chief Financial Officer
and Assistant Secretary
E. Ernest Schwartz.............. 1997 $208,312 $208,000 40,000 $15,050(2)
Group Vice President 1996 174,282 0 0 $ 4,936(2)
and General Manager - 1995 137,500 0 5,000 18,859(2)
Galley Products Group
</TABLE>
(1) The periods covered by this table are the fiscal years ended in February
1997, 1996 and 1995.
(2) Defined contribution plan contributions paid by the Company.
(3) Mr. Fulchino commenced his employment with the Company as of April 1, 1997.
-10-
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
Potential
Realizable Value
at Assumed Rates of
% of Total Stock Price
Options Appreciation for
Granted to Option Term (3)
Options Employees in Exercise Expiration --------------
Name Granted (1)(#) Fiscal Year (2) Price ($/Sh) Date 5% 10%
- --------------------- -------------- -------------- ------------ ----------- --- ---
<S> <C> <C> <C> <C> <C> <C>
Amin J. Khoury....... 50,000 4.57 $19.00 10/10/06 $1,547,550 $2,464,300
100,000 9.14 $24.94 1/21/07 $4,062,319 $6,468,788
Robert J. Khoury..... 50,000 4.57 $19.00 10/10/06 $1,547,550 $2,464,300
Paul E. Fulchino..... 200,000 18.29 $10.25 4/01/06 $3,339,450 $5,317,700
50,000 4.57 $19.00 10/10/06 $1,547,550 $2,464,300
Thomas P. McCaffrey.. 60,000 5.49 $19.00 10/10/06 $1,857,060 $2,957,160
E. Ernest Schwartz... 40,000 3.66 $19.00 10/10/06 $1,238,040 $1,971,440
</TABLE>
__________
(1) All of the above stock option awards are vested over a three year period
(25% on the date of grant and 25% on the three succeeding grant annual
anniversary dates). The exercise prices were based on the fair market
value (as determined in accordance with the 1989 Stock Option Plan) of the
shares of Common Stock at the time the options were granted. Payments of
the exercise price may be in cash or by any other lawful means authorized
by the Board of Directors. Options terminate ten years after the date of
grant or three months following termination of the optionee's employment,
whichever occurs earlier.
(2) During Fiscal 1997, the Company granted to its employees options covering
1,093,500 shares of Common Stock.
(3) The dollar amounts under these columns are the result of calculations at
the 5% and 10% rates set by the Securities and Exchange Commission and
therefore are not intended to forecast possible future appreciation, if
any, of the stock price of the Company. If the Company's stock price were
in fact to appreciate at the assumed 5% or 10% annual rate for the ten year
term of these options, a $1,000 investment in the Common Stock of the
Company would be worth $1,629 and $2,594, respectively, at the end of the
term.
-11-
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
FY-End FY-End
--------------- ------------------
Shares Acquired Value Exercisable/ Exercisable/
Exercisable/Name on Exercise(#) Realized Unexercisable Unexercisable(1)__
- --------------------- ---------------- ---------- --------------- ------------------
<S> <C> <C> <C> <C>
Amin J. Khoury....... 525,000 $4,875,818 295,300/112,500 $4,555,263/342,188
Robert J. Khoury..... 90,000 1,150,000 107,500/52,500 1,805,000/528,750
Paul E. Fulchino..... 50,000 554,126 12,500/187,500 87,500/2,625,000
Thomas P. McCaffrey.. 15,000 170,625 65,000/50,000 975,000/403,750
E. Ernest Schwartz... 20,000 227,500 23,750/31,250 314,688/232,188
- ---------------
</TABLE>
(1) The closing price for the Company's Common Stock on the Nasdaq National
Market on February 21, 1997, the last trading day of the fiscal year, was
$26.00 per share.
DEFINED BENEFIT ARRANGEMENT
Pursuant to the employment agreement between the Company and Mr. Amin J.
Khoury, upon the occurrence of the earlier of December 31, 2001 (the employment
agreement's termination date) or the termination of the employment agreement by
reason of Mr. Khoury's death or incapacity, Mr. Khoury or his estate, as the
case may be, shall be entitled to receive a retirement compensation payment (the
"Retirement Compensation") equal to Mr. Khoury's base salary, as adjusted for
inflation, in effect immediately prior to the termination of his employment,
which amount is payable for each successive year following termination for the
number of years Mr. Khoury has served the Company. Mr. Khoury's base salary is
currently $550,000 and his service to the Company began on August 1, 1987, the
date he became Chairman of the Company.
Pursuant to the amended employment agreement between the Company and Mr.
Robert J. Khoury, in the event that Mr. Khoury terminates his employment, then
Mr. Khoury or his estate, as the case may be, shall be entitled to receive in
each of the ten years following termination a retirement compensation payment
equal to Mr. Khoury's base salary in effect as of the date of termination, plus
incentive bonus and other benefits contained in his contract. Mr. Khoury's base
salary is currently $550,000, and his service to the Company began on August 1,
1987, the date his employment commenced.
COMPENSATION OF DIRECTORS
Directors who are employees of the Company receive no additional
compensation for serving on the Company's Board of Directors. Directors who are
not employees of the Company (the "Eligible Directors") receive compensation of
$2,500 per calendar quarter and are entitled to participate in the Company's
1991 Directors' Stock Option Plan, as from time to time in effect
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<PAGE>
(the "Directors' Plan"). Under the Directors' Plan, each Eligible Director is
awarded an option for 5,000 shares of Common Stock on December 15 of each year
the plan is in effect, provided he or she is an Eligible Director on that date.
In addition, each Eligible Director, excluding those individuals who are
currently directors of the Company, is awarded an initial grant of 35,000 shares
of Common Stock as of the date of his or her first election as a director.
The exercise price of all options granted under the Directors' Plan may not
be less than 100% of the fair market value of the Common Stock on the date of
the grant. Options expire 10 years after the date of grant and become
exercisable, subject to certain conditions which accelerate vesting, as follows:
25% on the first anniversary of the date of grant and an additional 25% each
calendar year thereafter. On December 15, 1996, each of the following directors
was awarded an option to purchase 5,000 shares of Common Stock at a price of
$24.875 per share: Jim C. Cowart, Richard G. Hamermesh, Brian H. Rowe and
Hansjorg Wyss.
EMPLOYMENT CONTRACTS
Amin J. Khoury. Mr. Khoury and the Company have entered into an employment
agreement dated as of January 1, 1992, amended as of August 1, 1992, April 1,
1996 and May 30, 1997, which extends through December 31, 2001. Under the
employment agreement, Mr. Khoury receives a base salary of $550,000 per year,
subject to increases as determined from time to time by the Board of Directors
and subject to cost of living increases calculated by reference to the Consumer
Price Index. Mr. Khoury is also entitled to receive bonuses from the Company
when, as and if determined from time to time by the Board of Directors. In the
event of Mr. Khoury's death or incapacity, Mr. Khoury (or in the event of his
death, his designee) will continue to receive his then current salary and, to
the extent legally practicable, benefits until the end of the term of the
contract or the current one-year extension period. If a change of control of the
Company results in the termination of his employment or reduction in salary or
benefits or if Mr. Khoury resigns following such a change of control because of
a change in his position or responsibilities, Mr. Khoury will receive a lump sum
payment equal to two times his then current salary and will then continue to
receive his salary and benefits under the agreement until the end of the term of
the agreement or the next calendar year end, whichever is later. Mr. Khoury is
also entitled to retirement compensation upon the expiration of his employment
term. See "Defined Benefit Arrangement" above.
Robert J. Khoury. Mr. Khoury and the Company have entered into an
employment agreement dated as of March 1, 1992, amended as of August 1, 1992,
April 1, 1996 and May 30, 1997, which extends through February 28, 2001, unless
otherwise terminated. Thereafter, the agreement extends automatically for
consecutive one-year periods until either Mr. Khoury or the Company gives the
other at least 90 days' written notice prior to the end of the next calendar
year end. Under the employment agreement, Mr. Khoury receives a base salary of
$550,000 subject to increases from time to time as determined by the Board of
Directors and subject to cost of living increases calculated by reference to the
Consumer Price Index. Mr. Khoury is entitled to receive an annual incentive
bonus when, as and if determined by the Board of Directors, which shall not
exceed 100% of his then current salary. In the event of Mr. Khoury's death or
incapacity, Mr. Khoury (or in the event of his death, his designee) will
continue to receive his
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<PAGE>
then current salary and, to the extent legally practicable, benefits until the
end of the term of the contract or the current one-year extension period. If a
change of control of the Company results in the termination of his employment or
reduction in salary or benefits or if Mr. Khoury resigns following such a change
of control because of a change in his position or responsibilities, Mr. Khoury
will receive a lump sum payment equal to two times his then current salary and
will then continue to receive his salary and benefits under the agreement until
the end of the term of the agreement or the next calendar year end, whichever is
later. If the Company terminates his employment agreement for cause, the Company
has no further obligations to him, except for unpaid salary and benefits accrued
through the date of termination. Mr. Khoury is also entitled to retirement
compensation upon the expiration of his employment term. See "Defined Benefit
Arrangement" above.
Paul E. Fulchino. Mr. Fulchino and the Company have entered into a three-
year employment agreement dated as of April 1, 1996, amended as of May 30, 1997,
under which Mr. Fulchino receives a base salary of $490,000, subject to
increases as determined from time to time by the Board of Directors and subject
to cost of living increases calculated by reference to the Consumer Price Index.
Mr. Fulchino also is entitled to receive an annual incentive bonus as determined
by the Board of Directors, which shall not exceed 100% of his then current
salary. In the event of Mr. Fulchino's death or incapacity, Mr. Fulchino (or,
in the event of his death, his designee) will continue to receive his then
current salary (and in the case of disability, benefits) for the balance of the
term of the contract. If a change of control of the Company results in the
termination of his employment or if Mr. Fulchino resigns following such a change
of control because of a change in his position or responsibilities, or his
compensation or benefits are terminated or reduced, Mr. Fulchino will receive a
lump sum payment equal to two times his then current salary. If the Company
terminates his employment agreement for cause, the Company will have no further
obligations to him, except for unpaid salary and benefits accrued through the
date of termination.
Thomas P. McCaffrey. Mr. McCaffrey and the Company have entered into an
employment agreement dated as of May 1, 1993, amended as of January 1, 1996,
which extends through December 31, 1999, unless sooner terminated. Thereafter,
the agreement extends automatically for one-year periods until either Mr.
McCaffrey or the Company gives the other at least 90 days' written notice prior
to the end of the next calendar year. Under the employment agreement, Mr.
McCaffrey receives a base salary of $234,000 and is entitled to receive an
annual incentive bonus when, as and if determined by the Board of Directors but
not to exceed 100% of salary. In the event of Mr. McCaffrey's death or
incapacity, Mr. McCaffrey (or in the event of his death, his designee) will
continue to receive his then current salary and, to the extent legally
practicable, benefits until the end of the term of the contract or the current
one-year extension period. If a change of control of the Company results in the
termination of his employment or reduction in salary or benefits or if Mr.
McCaffrey resigns following such a change of control because of a change in his
position or responsibilities, Mr. McCaffrey will receive a lump sum payment
equal to his then current salary and will then continue to receive his salary
and benefits under the agreement until the end of the term of the agreement or
the next calendar year end, whichever is later. Mr. McCaffrey does not have
provision in his employment agreement for a retirement benefit.
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<PAGE>
E. Ernest Schwartz. Mr. Schwartz and the Company have entered into an
employment agreement dated as of March 1, 1992, amended as of January 1, 1996,
which extends through January 1, 1997, unless sooner terminated. Thereafter,
the agreement extends automatically for one-year periods until either Mr.
Schwartz or the Company gives the other at least 90 days' written notice prior
to the end of the next calendar year. Mr. Schwartz receives a base salary of
$218,000 under the agreement and is entitled to receive an annual incentive
bonus when, as and if determined by the Board of Directors. Mr. Schwartz does
not have provision in his employment agreement for a retirement benefit. In all
other respects, Mr. Schwartz's employment agreement contains provisions similar
to those in Mr. McCaffrey's employment agreement described above.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In 1990, the Company adopted a formal policy whereby all transactions
between the Company and its officers, directors, principal stockholders or other
affiliates must be on terms no less favorable to the Company than could be
obtained from unaffiliated third parties on an arm's-length basis, and such
transactions will be approved by a majority of the Company's independent and
disinterested directors.
Under a Supply Agreement dated April 17, 1990 with Applied Extrusion
Technologies, Inc., a Delaware corporation ("AET"), the Company purchases from
AET a portion of its requirements of injection-molded plastic parts for use in
the manufacture of passenger control units and other products for installation
in commercial aircraft for the period ending March 31, 1998. Under that
agreement, AET has agreed to use its best efforts at all times to maintain
available and in good working order a sufficient number and variety of injection
molding machines to satisfy the Company's orders as received and to use its best
efforts to initiate production within three days of receipt of an order or, in
emergency situations, on the day on which the order is received. The price to be
paid by the Company to AET for products purchased under the Supply Agreement is
an amount which results in a 33 1/3% gross margin to AET, after including in
AET's standard cost for such products, all direct and indirect costs of labor,
materials, equipment and overhead. Purchases by the Company under this agreement
for Fiscal 1997 were approximately $1,641,555. Mr. Amin J. Khoury is a director
and significant stockholder of AET and serves as Chairman of its Board of
Directors. Mr. Hamermesh, a director of the Company, also is a director of AET.
On June ,1997, AET sold this injection molding business to a third party.
For Fiscal 1997, Boston Film Company, Inc., a multimedia film and video
production house ("BFC"), was paid an aggregate of $133,355 in fees and expenses
for extensive support services performed for a number of the Company's operating
groups, including the production of CD ROM and other marketing and training
materials, preparation of corporate video and slide presentations, and providing
technical support for the management information systems group. Amin C. Khoury,
President of BFC, is the son of Amin J. Khoury, Chairman of the Company and a
minority stockholder of BFC.
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<PAGE>
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the Company's
cumulative total shareholder return on its Common Stock with the cumulative
total return on the Nasdaq National Market Index, the Dow Jones Airlines Index
and the Dow Jones Aerospace and Defense Index from February 29, 1992 through
February 22, 1997, the last trading day of Fiscal 1997, based upon an assumed
$100 investment in the Company's Common Stock and in the stocks comprising each
such index as of February 29, 1992.
COMPARISON OF 60 MONTH CUMULATIVE TOTAL RETURN*
AMONG BE AEROSPACE, INC., THE NASDAQ STOCK MARKET-US INDEX,
THE DOW JONES AIRLINES INDEX AND
THE DOW JONES AEROSPACE & DEFENSE INDEX
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2/92 2/93 2/94 2/95 2/96 2/97
- ------------------------------------------------------------------------
BE Aerospace, Inc. $ 100 $ 71 $ 82 $ 39 $ 93 $ 186
- ------------------------------------------------------------------------
DJ Airlines Index 100 89 102 87 136 135
- ------------------------------------------------------------------------
DJ Aerospace & Defense Index 100 105 147 165 281 361
- ------------------------------------------------------------------------
Nasdaq National Market -- US 100 107 126 128 179 213
- ------------------------------------------------------------------------
</TABLE>
*$100 INVESTED ON 02/29/92 IN STOCK OR IN INDEX --
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING FEBRUARY 22, 1997.
(1) The stock prices on the Performance Graph are not necessarily indicative of
future stock price performance.
Each of the Report of the Compensation Committee of the Board of Directors
and the Performance Graph shall not be deemed incorporated by reference by any
general statement incorporating this proxy statement into any filing under the
Securities Act of 1933, as from time to time in effect, or under the Securities
Exchange Act of 1934, as from time to time in effect, except to the extent that
the Company specifically incorporates this information by reference and shall
not otherwise be deemed filed under such acts.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who own more than
ten percent of a registered class of the Company's equity securities, to file
with the Securities and Exchange
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<PAGE>
Commission (the "Commission") initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Officers, directors and greater-than-ten-percent shareholders are required by
Commission regulations to furnish the Company with copies of all Section 16(a)
forms they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and, with respect to its officers and
directors, written representations that no other reports were required, during
Fiscal 1997, all Section 16(a) filing requirements applicable to its officers,
directors and greater-than-ten-percent beneficial owners were complied with.
In making the above statements, the Company has relied on the written
representations of its directors and officers and copies of the reports that
have been filed with the Commission.
PROPOSAL NO. 2
APPROVAL OF AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE
THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK
The Board of Directors of the Company has proposed an amendment to the
Company's Restated Certificate of Incorporation (the "Certificate of
Incorporation") to increase the authorized Common Stock of the Company from
30,000,000 to 50,000,000. The Certificate of Incorporation presently provides
that the Company is authorized to issue 31,000,000 shares of capital stock, of
which 30,000,000 shares are designated common stock, $.01 par value per share,
and 1,000,000 are designated preferred stock, $.01 par value per share
("Preferred Stock"). As of June 3, 1997, 22,069,522 shares of Common Stock were
issued and outstanding, no shares of Common Stock were held in treasury,
7,930,478 shares of Common Stock were unissued, and no shares of Preferred Stock
were issued and outstanding. There were 2,530,712 shares of Common Stock
reserved for issuance upon the exercise of stock options under the Company's
stock option plans. If the amendment is adopted, 27,930,478 shares of Common
Stock will be unreserved and available for future issuance.
The purpose of the amendment is to provide additional shares of Common
Stock that could be issued for corporate purposes without further stockholder
approval unless required by applicable law or regulation. Although the Company
currently has no present intention to issue any additional Common Stock other
than in connection with the exercise, from time to time, of stock options,
future purposes for the additional shares could include effecting acquisitions
of other businesses or properties and securing additional financing for the
operations of the Company through the issuance of additional shares.
The Board does not intend to issue any Common Stock to be authorized under
the amendment except upon terms that the Board deems to be in the best interests
of the Company. The issuance of additional shares of Common Stock without
further stockholder approval may, among other things, have a dilutive effect on
earnings per share and on equity of the present
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<PAGE>
holders of Common Stock and their voting rights. Holders of the Common Stock of
the Company have no preemptive rights.
The Company intends to have the Nasdaq Stock Market list any additional
shares of Common Stock if and when such shares are issued.
The affirmative vote of a majority of all of the issued and outstanding
Common Stock is required to approve the amendment to the Certificate of
Incorporation.
The proposed amendment would replace the first sentence of the first
paragraph of Article Four of the Certificate of Incorporation in its entirety as
follows:
"The total number of shares of all classes of capital stock that this
Corporation shall have authority to issue is 51,000,000 shares,
consisting of 50,000,000 shares of Common Stock, $0.01 par value per
share, and 1,000,000 shares of Preferred Stock, $0.01 par value per
share."
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL.
PROPOSAL NO. 3
APPROVAL OF AMENDMENT OF AMENDED AND RESTATED
1989 STOCK OPTION PLAN
The Board of Directors has unanimously approved, subject to stockholder
approval, an increase in the number of shares available for grants of options
under the Amended and Restated 1989 Stock Option Plan from 2,550,000 to
3,250,000.
In July 1989, the Company's Board of Directors and stockholders approved
the 1989 Stock Option Plan. An amendment and restatement of the 1989 Stock
Option Plan was approved by the stockholders of the Company at the Annual
Meeting of Stockholders held on December 5, 1991 and it was further amended by
action of the stockholders at the Annual Meetings of Stockholders held on July
15, 1992, July 26, 1995 and July 23, 1996 (the 1989 Stock Option Plan as amended
and restated is referred to herein as the "1989 Plan"). The 1989 Plan is
administered by the Stock Option Committee and provides for the grant of
incentive stock options and non-statutory stock options to employees,
consultants or advisers of the Company. Directors who are also employees,
consultants or advisers are also eligible to participate in the 1989 Plan.
The exercise price of all options granted under the 1989 Plan may not be
less than 100% (110% for owners of more than 10% of the Common Stock in the case
of incentive stock options) of the fair market value of the Common Stock on the
date of grant. Options expire 10 years after the date of grant (5 years after
the date of grant for owners of more than 10% of the Common Stock in the case of
incentive stock options). Options generally become exercisable as
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<PAGE>
follows: 25% upon grant and an additional 25% each calendar year thereafter.
Effective August 15, 1996, options granted under the 1989 Plan may not be
repriced.
A total of 2,550,000 shares of Common Stock has been reserved under the
1989 Plan. As of June 3, 1997, 225,937 options were available for grant under
the 1989 Plan. During the fiscal year ended February 22, 1997 the Company
granted options under the 1989 Plan to purchase an aggregate of 650,000 shares
of Common Stock at a weighted average exercise price of $17.22 per share. All
of such options were granted at an exercise price equal to the fair market value
of the Common Stock on the date of grant.
Federal Tax Effects. The following general summary of federal income tax
consequences, based on the law as currently in effect, does not purport to be a
complete description of federal or other tax aspects of the 1989 Plan. Moreover,
the following summary does not discuss possible foreign, state, estate or other
tax consequences.
Incentive Stock Options. Neither the grant nor, in general, the exercise
of an incentive stock option produces taxable ordinary income to the employee or
a deduction to the Company. However, upon exercise of an incentive stock option
the participant's "alternative minimum taxable income" will be increased,
generally by the excess of the fair market value of the shares at time of
exercise over the option price, and the employee may be required to pay the
alternative minimum tax ("AMT"). Any AMT attributable to the exercise of an
incentive stock option may be applied as a credit against the participant's
regular tax liability in subsequent years, subject to certain limitations.
If the participant does not dispose of stock received upon the exercise of
an incentive stock option within two years from the date the option was granted
nor within one year after the date of exercise, any later sale of the shares
will result in a long-term capital gain or loss. However, if shares received
upon exercise of an incentive stock option are disposed of before these holding-
period requirements have been satisfied (a "disqualifying disposition"), the
participant will realize ordinary income, and the Company will be entitled to a
deduction, equal in general to the difference between the option price and the
value of the shares on the date of exercise. In the case of a disqualifying
disposition that is a sale with respect to which loss (if sustained) would be
recognized, the amount of ordinary income will not exceed the excess of the
amount realized on such sale over the adjusted basis for the stock. A
disqualifying disposition of shares acquired upon exercise of an incentive stock
option that occurs in the same taxable year of the participant as the date his
or her AMT income was increased by reason of such exercise will eliminate the
AMT effect, if any, of such exercise.
In the event a participant pays the option price of an incentive stock
option by surrendering shares of previously owned stock, the surrender will not,
in general, result in the recognition of gain. However, the exercise of an
incentive stock option by the surrender of shares which were themselves acquired
by the participant upon exercise of an incentive stock option will be a
disqualifying disposition of the surrendered shares if it takes place within two
years after the grant or one year after the exercise of the incentive stock
option pursuant to which the surrendered shares were acquired.
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<PAGE>
Incentive stock options granted pursuant to the 1989 Plan are treated for
tax purposes as nonstatutory options (see below) to the extent that the
aggregate fair market value of Common Stock with respect to which such options
are exercisable for the first time by an individual during any calendar year
exceeds $100,000. For purposes of the preceding sentence, incentive stock
options under all option plans of the Company and its subsidiaries are
aggregated, and fair market value is determined as of the time of grant of the
option.
Non-Statutory Stock Options. The grant of a non-statutory stock option
does not produce taxable income to the employee or a deduction to the Company.
When a participant exercises a non-statutory stock option, he or she realizes,
for federal income tax purposes, ordinary income, subject to withholding, in the
amount of the difference between the option price and the then-market value of
the shares, and the Company is entitled to a corresponding deduction (subject to
satisfying its obligation to withhold with respect to such income). The tax is
due regardless of whether or not the optionee sells the stock acquired upon
exercise of the option.
If a participant exercises a non-statutory stock option in whole or in part
by surrendering previously acquired stock (whether acquired upon exercise of an
incentive or non-statutory stock option or otherwise), no gain or loss is
recognized on the exchange of the previously acquired shares for an equivalent
number of new shares.
The affirmative vote of a majority of the shares present, in person or by
proxy, and entitled to vote at the Meeting is required to approve the amendment
of the 1989 Plan.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THIS PROPOSAL.
AUDIT MATTERS
Deloitte & Touche has been selected to audit the financial statements of
the Company for the fiscal year ending February 28, 1998, and to report the
results of their examination.
A representative of Deloitte & Touche is expected to be present at the
Meeting and will be afforded the opportunity to make a statement if he or she
desires to do so and to respond to appropriate questions from stockholders.
STOCKHOLDER PROPOSALS
Proposals of stockholders submitted for consideration at the Annual Meeting
of Stockholders to be held in 1998 must be received by the Company no later than
April 7, 1998.
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<PAGE>
OTHER BUSINESS
The Board of Directors knows of no business that will come before the
meeting for action other than as described in the accompanying Notice of
Meeting. However, as to any such business, the persons designated as proxies
will have discretionary authority to act in their best judgment.
FORM 10-K
A copy of the Company's annual report on Form 10-K filed with the
Securities and Exchange Commission is available without charge by writing to: BE
Aerospace, Inc., ATTN: Treasurer, 1400 Corporate Center Way, Wellington, Florida
33414.
-21-
<PAGE>
DETACH HERE
ANNUAL MEETING OF BE AEROSPACE, INC.
AUGUST 6, 1997
The undersigned hereby constitutes and appoints Messrs. Robert J.
P Khoury and Thomas P. McCaffrey, or either of them, with full power of
substitution to each, proxies to vote and act at the Annual Meeting of
R Stockholders of BE Aerospace, Inc. (the "Company") to be held on August 6,
1997 in the Conference Center, 36th Floor, Ropes & Gray, One International
O Place, Boston, Massachusetts at 10:30 a.m., and at any adjournments
thereof (the "Meeting"), upon and with respect to the number of shares of
X Common Stock, par value $0.01 per share, that the undersigned would be
entitled to vote if personally present. The undersigned hereby instructs
Y such proxies, of their substitutes, to vote on those matters appearing
on the reverse side hereof as specified by the undersigned and in such
manner as they may determine on any other matters which may come before
the Meeting, all as indicated in the accompanying Notice of Meeting and
Proxy Statement, receipt of which is hereby acknowledged. All proxies
heretofore given by the undersigned in respect of the Meeting are hereby
revoked.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY. Unless otherwise specified in the boxes provided on the reverse
side hereof, this Proxy will be voted FOR both nominees for Director, FOR
approval of the proposed increase in the aggregate number of shares of
Common Stock authorized for issuance by the Company, FOR approval of the
proposed amendment of the Amended and Restated 1989 Stock Option Plan, and
in the discretion of the named proxies as to any other matter that may
properly come before the meeting.
_______________
SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
_______________
<PAGE>
DETACH HERE
<TABLE>
<CAPTION>
Please mark
[X] votes as in
this example
<S> <C>
PLEASE DO NOT FOLD THIS PROXY 2. Increase Number of Authorized Shares of Common Stock
1. Election of Directors FOR AGAINST ABSTAIN
[_] [_] [_]
NOMINEES: Richard G. Hamermesh
and
Amin J. Khoury 3. Amendment of 1989 Stock Option Plan
FOR WITHHELD FROM
BOTH [_] [_] BOTH FOR AGAINST ABSTAIN
NOMINEES NOMINEES [_] [_] [_]
-------------------------------------------------
To withhold authority to vote for either nominee, -------------------------------------------
print ONLY that nominee's name in the space provided above | The Board unanimously recommends a vote |
| FOR all Proposals |
-------------------------------------------
MARK HERE
FOR ADDRESS [_]
CHANGE AND
NOTE AT LEFT
Please sign exactly as name(s) appear hereon. When
signing as attorney, executor, administrator, trustee,
or guardian, please give you full title as such.
Each joint owner should sign.
Signature: Date: Signature: Date:
----------------------------- ----------- ----------------------------- -----------
</TABLE>
