<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[ x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 28, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-18348
BE AEROSPACE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1209796
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1400 CORPORATE CENTER WAY, WELLINGTON, FLORIDA 33414
(Address of principal executive offices) (Zip Code)
(561) 791-5000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 Par Value
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 Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days: Yes [X] No [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the registrant's voting stock held by non-
affiliates was approximately $696,357,028 on May 20, 1998 based on the closing
sales price of the registrant's Common Stock as reported on the Nasdaq National
Market as of such date.
The number of shares of the registrant's Common Stock, $.01 par value,
outstanding as of May 20, 1998 was 23,192,600 shares.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
<PAGE>
EXPLANATORY NOTE
This Form 10-K/A dated June 29, 1998 amends the registrant's Annual Report on
Form 10-K for the fiscal year ended February 28, 1998 (the "1998 10-K") (filed
with the Commission on May 29, 1998) as follows:
1. That portion of Item 7 (Management's Discussion and Analysis of Financial
Condition and Results of Operations) is amended to replace the words "seating
business" with "acquired businesses" in the third sentence of the first
paragraph thereof.
2. The registrant initially intended to incorporate into its 1998 10-K, by
reference to its definitive proxy statement to be filed with the Commission in
connection with its 1998 Annual Meeting of Stockholders, the information
required by Item 10 (Directors and Executive Officers of the Registrant), Item
11 (Executive Compensation), Item 12 (Security Ownership of Certain Beneficial
Owners and Management) and Item 13 (Certain Relationships and Related
Transactions), provided that such definitive proxy statement was filed within
120 days after the end of the fiscal year. Each such item is amended to set
forth in this Form 10-K/A the information required by such items.
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information relating to the executive officers of the registrant is set forth
in Part I of the 1998 10-K under the caption "Executive Officers of the
Registrant."
JIM C. COWART, 46 -- Mr. Cowart has been a Director of the Company since
November 1989. Mr. Cowart is currently an independent investor and has been a
principal of Cowart & Co. LLC and EOS Capital, Inc., private capital firms
retained from time to time by the Company for strategic planning, competitive
analysis, financial relations and other services. From January 1993 to November
1997, Mr. Cowart was the Chairman of the Board of Directors and Chief Executive
Officer of Aurora Electronics, Inc. From 1987 until 1991, Mr. Cowart was a
founding general partner of Capital Resource Partners, a private investment
capital manager. Prior to such time, Mr. Cowart held various positions in
investment banking and venture capital with Lehman Brothers, Shearson Venture
Capital and Kidder, Peabody & Co.
PAUL E. FULCHINO, 51-- Mr. Fulchino 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.
BRIAN H. ROWE, 67 -- Mr. Rowe has been a Director of the Company since July
1995. He 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. Mr. Rowe is also a Director of the following companies: January 1980-
Fifth Third Bank, an Ohio banking corporation; December 1994-Stewart & Stevenson
Services, Inc., a custom packager of engine systems; March 1995-Atlas Air, Inc.,
an air cargo carrier; December 1995-Textron Inc., a manufacturer of aircraft,
automobile components, an industrial segment, systems and components for
commercial aerospace and defense industries, and financial services; March 1996-
Canadian Marconi Company, a manufacturer of aerospace, electronic,
communications products and surface transportation electronics systems; and
October 1996-Cincinnati Bell Inc., a communications services company. Since
January 1996, Mr. Rowe has served as Executive Vice Chairman of American
Regional Aircraft Industries.
RICHARD G. HAMERMESH, 50 -- Dr. 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 executive education
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.
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<PAGE>
AMIN J. KHOURY, 59 -- Mr. Khoury has been Chairman of the Board of the Company
since 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.
ROBERT J. KHOURY, 56 -- Mr. Khoury has been a Director of the Company since
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.
HANSJORG WYSS, 62 -- Mr. Wyss has been a Director of the Company since August
1989. Since 1977, Mr. Wyss has served as Director, President and is currently
Chairman 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.
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 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 1998, all Section 16(a) filing requirements applicable to its officers,
directors and greater-than-ten-percent beneficial owners were complied with
except for (i) Mr. Schwartz who failed to report an exercise of options on a
Form 4 on a timely basis, which transaction was reported the month following the
date of the transaction; and (ii) due to a clerical error, each of Messrs.
Cowart and Wyss failed to file a Form 5 to report Directors' Stock Options
granted on December 15, 1997.
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.
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<PAGE>
ITEM 11 EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------- ----------------------
All Other
Name and Principal Position Year(1) Salary($) Bonus($) Options(#) Compensation($)
- -------------------------------- ---------- -------- -------- ------------ -----------------
<S> <C> <C> <C> <C> <C>
Amin J. Khoury 1998 521,159 550,000 140,000 36,847(3)
Chairman 1997 445,046 550,000 150,000 6,188
1996 403,211 0 0 3,990
Robert J. Khoury 1998 521,159 550,000 140,000 32,866(3)
Vice Chairman and 1997 434,084 400,000 50,000 15,079
Chief Executive Officer 1996 256,000 0 0 5,137
Paul E. Fulchino (2) 1998 478,461 465,000 120,000 375,783(4)
President and Chief 1997 398,084 350,000 250,000 29,407
Operating Officer
Thomas P. McCaffrey 1998 238,680 230,000 90,000 18,748(3)
Corporate Senior Vice 1997 229,326 305,000 60,000 23,760
President of Administration, 1996 195,000 0 0 5,515
Chief Financial Officer
and Assistant Secretary
Marco C. Lanza 1998 254,608 125,000 60,000 4,719(3)
Executive Vice President 1997 244,614 125,000 60,000 9,600
Marketing and Product 1996 202,500 0 0 4,666
Development
</TABLE>
(1) The periods covered by this table are the fiscal years ended in February
1998, 1997, and 1996.
(2) Mr. Fulchino commenced his employment with the Company as of
April 1, 1996.
(3) Includes employee benefit plan matching contributions.
(4) Includes employee benefit plan matching contributions and relocation
expense of $342,645.
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<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
Potential
Realized Value at
% of Total Assumed Rates of
Options Stock Price
Granted to Appreciation for
Options Employees in Exercise Expiration Option Term (3)
Name Granted (1) (#) Fiscal Year (2) Price ($/Sh) Date 5% 10%
- --------------------- -------------- -------------- ----------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Amin J. Khoury....... 90,000 6.94 $29.88 8/18/07 $1,691,223 $4,285,892
50,000 3.85 $21.50 12/18/07 $ 676,062 $1,713,273
Robert J. Khoury..... 90,000 6.94 $29.88 8/18/07 $1,691,223 $4,285,892
50,000 3.85 $21.50 12/18/07 $ 676,062 $1,713,273
Paul E. Fulchino..... 80,000 6.17 $29.88 8/18/07 $1,503,310 $3,809,682
40,000 3.08 $21.50 12/18/07 $ 540,849 $1,370,619
Thomas P. McCaffrey.. 60,000 4.63 $29.88 8/18/07 $1,127,482 $2,857,261
30,000 2.31 $21.50 12/18/07 $ 405,637 $1,027,964
Marco C. Lanza....... 40,000 3.08 $29.88 8/18/07 $ 751,655 $1,904,841
20,000 1.54 $21.50 12/18/07 $ 270,425 $ 685,309
</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 1998, the Company granted to its employees options covering
1,279,069 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.
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<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/
Name on Exercise (#) Realized Unexercisable Unexercisable (1)
- ---- -------------- ------------ --------------- ------------------
<S> <C> <C> <C> <C>
Amin J. Khoury.......................... 257,800 $5,186,702 110,000/180,000 $ 585,156/783,594
Robert J. Khoury........................ 110,000 2,750,938 60,000/130,000 360,156/558,594
Paul E. Fulchino........................ 50,000 1,169,043 55,000/215,000 340,313/2,417,813
Thomas P. McCaffrey..................... 40,000 838,250 67,500/97,500 785,469/491,719
Marco C. Lanza.......................... 60,000 1,571,875 162,500/52,500 3,115,469/197,344
</TABLE>
(1) The closing price for the Company's Common Stock on the Nasdaq National
Market on February 27, 1998, the last trading day of the fiscal year, was
$29.4375 per share.
DEFINED BENEFIT ARRANGEMENT
Pursuant to the employment agreements between the Company and each of Mr.
Amin J. Khoury and Mr. Robert J. Khoury (each, an "Executive"), upon the earlier
of May 28, 2003 or the Executive's termination of his employment as a result of
death, incapacity or a change of control (as defined), the Executive, or his
designee, as the case may be, shall be entitled to receive annual retirement
compensation payments (the "Retirement Compensation") equal to the Executive's
highest annual salary paid to him during his employment by the Company for a
number of years equal to the number of years of service provided by him to the
Company.
Pursuant to the employment agreements between the Company and each of Mr.
Fulchino and Mr. McCaffrey (each, an "Officer"), if the Officer's employment is
terminated for any reason other than cause after March 31, 2006 in the case of
Mr. Fulchino or after April 30, 2003 in the case of Mr. McCaffrey, then the
Company shall provide a retirement benefit to such Officer, or his designee, for
10 years after such termination in an annual sum equal to one-half his average
annual salary for the three fiscal years most recently completed immediately
preceding such termination.
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 (the
"Directors' Plan"). Under the Directors' Plan, each Eligible Director is awarded
a grant of options 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 option grant for
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, 1997, each of the following directors
was awarded an option to purchase 5,000 shares of Common Stock at a price of
$25.8125 per share: Jim C. Cowart, Richard G. Hamermesh, Brian H. Rowe and
Hansjorg Wyss.
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<PAGE>
EMPLOYMENT CONTRACTS
AMIN J. KHOURY. Mr. Khoury and the Company have entered into an employment
agreement dated as of January 1, 1992, as amended as of August 1, 1992, April 1,
1996, May 30, 1997 and May 29, 1998, which extends through May 28, 2003 (the
"Expiration Date"). Under the employment agreement, Mr. Khoury receives a base
salary of $650,000 per year, subject to increases as determined from time to
time by the Board of Directors and subject to cost of living increases. 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, his designee will receive an amount equal to the salary that
would have been due to Mr. Khoury from the date of his death until the
Expiration Date; provided however, that in no event shall the aggregate amount
payable upon Mr. Khoury's death be less than an amount which is determined by
multiplying the sum of the years worked and the number of years remaining under
his existing contract by the highest annual salary paid over the period. The
Company has purchased a life insurance policy which would fully pay the death
benefit due upon Mr. Khoury's death. In the event of Mr. Khoury's incapacity,
Mr. Khoury will continue to receive his then current salary as well as benefits
until the Expiration Date. In the event there is a change of control (as
defined) prior to the Expiration Date as a result of which Mr. Khoury's
employment is terminated or he resigns, Mr. Khoury will receive a lump sum
payment equal to the sum of the balance of compensation which would otherwise
have been due pursuant to his employment agreement through the Expiration Date,
a two year severance benefit plus his then current salary until the Expiration
Date. 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, as amended as of August 1, 1992,
April 1, 1996, May 30, 1997 and May 29, 1998, which extends through May 28, 2003
(the "Expiration Date"), unless otherwise terminated. Under the employment
agreement, Mr. Khoury receives a base salary of $600,000 per year, subject to
increases as determined from time to time by the Board of Directors and subject
to cost of living increases. Mr. Khoury is entitled to receive an annual
incentive bonus when, as and if determined by the Board of Directors. In all
other respects, Mr. Khoury's employment agreement contains similar provisions to
those in Mr. Amin J. Khoury's employment agreement as described above.
PAUL E. FULCHINO. Mr. Fulchino and the Company have entered into an
employment agreement dated as of April 1, 1996, as amended as of May 30, 1997
and May 29, 1998, which extends through May 28, 2003. Thereafter, the agreement
extends automatically for one year periods until either Mr. Fulchino or the
Company gives the other 90 days' written notice prior to May 28, 2003 or the end
of each subsequent twelve month period (the "Expiration Date" being the date as
of which Mr. Fulchino's employment is so terminated). Under the employment
agreement, Mr. Fulchino receives a base salary of $500,000 per year, subject to
increases as determined from time to time by the Board of Directors and subject
to cost of living increases. 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, his
designee will receive an amount equal to the salary that would have been due to
Mr. Fulchino from the date of his death until the Expiration Date. In the event
of Mr. Fulchino's incapacity, Mr. Fulchino will continue to receive his then
current salary as well as benefits until the Expiration Date. In the event
there is a change of control (as defined) prior to the Expiration Date as a
result of which Mr. Fulchino's employment is terminated or he resigns because of
a change in his position, powers, duties, salary or benefits, Mr. Fulchino will
receive a lump sum amount equal to two times his then current salary, will
continue to receive salary and benefits through the Expiration Date, and will
receive for a period (not to exceed ten years) equal to the number of years of
employment with the Company (commencing April 1, 1996 through the termination
date) an annual amount equal to one-half of Mr. Fulchino's annual salary in
effect as of the termination date. See "Defined Benefit Arrangement" above.
THOMAS P. MCCAFFREY. Mr. McCaffrey and the Company have entered into an
employment agreement dated as of May 1, 1993, as amended as of January 1, 1996
and May 29, 1998, which extends through May 28, 2003, 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 May 28, 2003 or to the end of each subsequent twelve month
period (the "Expiration Date" being the date as of which Mr. McCaffrey's
employment is so terminated). Under the employment agreement, Mr. McCaffrey
receives a base salary of
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<PAGE>
$293,000 per year subject to increases as determined from time to time by the
Board of Directors and subject to cost of living increases. Mr. McCaffrey 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
all other material respects, Mr. McCaffrey's employment agreement contains
provisions similar to those in Mr. Fulchino's employment agreement described
above.
MARCO C. LANZA. Mr. Lanza and the Company have entered into an
employment agreement dated as of March 1, 1992, as amended as of January 1,
1996, which extends through December 31, 1999, unless sooner terminated.
Thereafter, the agreement extends automatically for consecutive one-year periods
until either Mr. Lanza or the Company gives the other at least 90 days' written
notice prior to the end of the next calendar year (the "Expiration Date" being
the date as of which Mr. Lanza's employment is so terminated). Under the
employment agreement, Mr. Lanza receives a base salary of $240,000 per year,
subject to adjustment from time to time by the Board of Directors. Mr. Lanza 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. Lanza's death, his designee will receive an amount equal to the
salary that would have been due to Mr. Lanza from the date of his death until
the Expiration Date. In the event of Mr. Lanza's incapacity, Mr. Lanza will
continue to receive his then current salary as well as benefits until the
Expiration Date. In the event there is a change of control (as defined) prior to
the Expiration Date as a result of which Mr. Lanza's employment is terminated or
he resigns because of a change in his position, powers, duties, salary or
benefits, Mr. Lanza will receive (i) a lump sum amount equal to his then current
salary and (ii) salary and benefits through the Expiration Date. Mr. Lanza does
not have a provision in his employment agreement for retirement benefits.
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<PAGE>
ITEM 12 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 25,
1998 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 1998 (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>
T. Rowe Price Associates 1,469,600 6.12%
100 East Pratt Street
Baltimore, MD 21202
Marco C. Lanza+......................... 174,114(2) **
Amin J. Khoury+*........................ 132,500(3) **
Paul E. Fulchino+*...................... 127,255(4) **
Thomas P. McCaffrey+.................... 88,570(5) **
Robert J. Khoury+*...................... 84,055(6) **
Jim C. Cowart*.......................... 48,000(7) **
Brian H. Rowe*.......................... 30,000(8) **
Richard G. Hamermesh*................... 17,350(9) **
Hansjorg Wyss*.......................... 5,000(10) **
All Directors and Executive Officers
as a group (14 Persons).................. 833,228(11) 3.47%
</TABLE>
- ---------------
+ Named Executive Officer
* Director of the Company
** Less than 1 percent
(1) The number of shares of Common Stock deemed outstanding includes: (i)
23,198,758 shares of Common Stock outstanding as of June 25, 1998 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 25, 1998).
(2) Includes 172,500 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 42,500 shares of Common Stock
which are not exercisable in the next sixty days.
(3) Includes 132,500 shares issuable upon the exercise of stock options
exercisable in the next sixty days. Excludes options to purchase 157,500
shares of Common Stock which are not exercisable in the next sixty days.
(4) Includes 125,000 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 145,000 shares of Common Stock
which are not exercisable in the next sixty days.
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<PAGE>
(5) Includes 82,500 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 82,500 shares of Common Stock
which are not exercisable in the next sixty days.
(6) Includes 82,500 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 107,500 shares of Common Stock
which are not exercisable in the next sixty days.
(7) Includes 3,000 shares acquired by a profit sharing plan and 45,000 shares
issuable upon the exercise of stock options exercisable in the next sixty
days. Excludes options to purchase 15,000 shares of Common Stock which are
not exercisable in the next sixty days.
(8) Includes 30,000 shares issuable upon the exercise of stock options
exercisable in the next sixty days. Excludes options to purchase 20,000
shares of Common Stock which are not exercisable in the next sixty days.
(9) Includes 8,750 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.
(10) Includes 5,000 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.
(11) Includes 799,250 shares issuable upon the exercise of stock options
exercisable in the next sixty days. Excludes options to purchase 737,500
shares of Common Stock which are not exercisable in the next sixty days.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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.
The Company had a supply agreement with Applied Extrusion Technologies, Inc.
("AET"), a related party by way of common management. Under this agreement,
which was terminated in September 1997, the Company agreed to purchase its
requirements for certain component parts through March 1998 at a price that
results in a 33 1/3% gross margin to AET. The Company's purchases under this
contract for the year ended February 28, 1998 amounted to $1,743,000. 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.
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<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BE Aerospace, Inc.
By: /s/ THOMAS P MCCAFFREY
-------------------------------
Thomas P. McCaffrey
Title: Corporate Senior Vice President
of Administration and
Chief Financial Officer
Date: June 29, 1998
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<PAGE>
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement Nos. 333-
14037, 33-48119, 33-72194 and 33-82894 on Form S-8 of B/E Aerospace, Inc. of our
reports dated April 15, 1998 (B/E Aerospace, Inc.), April 24, 1998 (B/E
Aerospace, Inc. Savings and Profit Sharing Plan and Trust for the year ended
December 31, 1997) and April 24, 1998 (B/E Aerospace 1994 Employee Stock
Purchase Plan for the year ended February 28, 1998), appearing in this Annual
Report on Form 10-K/A of B/E Aerospace, Inc. for the year ended February 28,
1998.
/s/ Deloitte & Touche LLP
Costa Mesa, California
June 25, 1998
