GREENWICH AIR SERVICES INC, DEF 14A, 1997-01-28

GREENWICH AIR SERVICES INC
DEF 14A, 1997-01-28
MISCELLANEOUS REPAIR SERVICES

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SCHEDULE 14a
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

GREENWICH AIR SERVICES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Names of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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, of
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>

GREENWICH
AIR SERVICES, INC.

To Our Stockholders:

On behalf of the Board of Directors and management of Greenwich Air
Services, Inc., I cordially invite you to attend the 1997 Annual Meeting of
Stockholders to be held on Friday, March 21, 1997, at 10:00 a.m. local time, at
the Hotel Sofitel, 5800 Blue Lagoon Drive, Miami, Florida 33126.

The notice of meeting and proxy statement accompanying this letter
describe the specific business to be acted upon at the meeting, and also
enclosed for your review is our 1996 Annual Report.

In addition to the specific matters to be acted upon at the meeting,
there will be a report on the Company's progress, with an opportunity for
questions of general interest to the stockholders. Following the meeting, we
invite you to stop by our Miami offices for a brief tour of the facilities.

It is important that your shares be represented at the meeting. Whether
or not you plan to attend in person, please vote, sign, date, and promptly
return the enclosed proxy in the envelope provided.

I look forward to seeing you at the meeting and hope to have the
opportunity to meet with you personally and to introduce you to our management
team and the other members of the Board.

Sincerely yours,

/s/ EUGENE P. CONESE
----------------------------
Eugene P. Conese
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER

Miami, Florida
January 27, 1997

<PAGE>

----------------
GREENWICH AIR SERVICES, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MARCH 21, 1997
--------------------------------

To the Stockholders of Greenwich Air Services, Inc.:

Notice is hereby given that the 1997 Annual Meeting of the Stockholders
(the "Annual Meeting") of Greenwich Air Services, Inc. (the "Company") will be
held on Friday, March 21, 1997, at 10:00 a.m. local time, at the Hotel Sofitel,
5800 Blue Lagoon Drive, Miami, Florida 33126 for the following purposes:

1. To elect six (6) directors of the Company, whose names are set
forth in the accompanying proxy statement, each to serve until
the 1998 Annual Meeting of Stockholders and until his successor
is elected and qualified;

2. To approve the adoption of the Company's amended Employee Stock
Purchase Plan;

3. To approve the adoption of the Company's amended Incentive Stock
Option Plan;

4. To approve the adoption of the Incentive Compensation arrangement
between the Company and both Eugene P. Conese and Eugene P.
Conese, Jr., pursuant to their respective employment contracts;

5. To ratify the appointment of Deloitte & Touche LLP as independent
auditors of the Company for the fiscal year ending September 30,
1997; and

6. To transact such other business as may properly come before the
Annual Meeting or any adjournments or postponements thereof.

Only holders of record of the Company's Class A voting common stock, par
value $0.01 per share (the "Class A Common Stock"), at the close of business on
January 20, 1997 will be entitled to receive notice of, and to vote at, the
Annual Meeting or any adjournments thereof. The Annual Meeting may be adjourned
from time to time without notice other than by announcement. A list of
stockholders entitled to vote at the Annual Meeting will be available for
inspection by any stockholder, for any purpose related to the Annual Meeting,
during office hours for the ten days preceding the Annual Meeting, at the
Company's headquarters located at 4590 NW 36th Street, Miami, Florida 33122.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE
ENCLOSED POSTAGE PREPAID ENVELOPE. IF YOU RECEIVE MORE THAN ONE PROXY BECAUSE
YOUR SHARES OF CLASS A COMMON STOCK ARE REGISTERED IN DIFFERENT NAMES OR
ADDRESSES, EACH SUCH PROXY SHOULD BE SIGNED AND RETURNED TO ASSURE THAT ALL OF
YOUR SHARES OF CLASS A COMMON STOCK WILL BE VOTED. THE PROXY SHOULD BE SIGNED BY
ALL REGISTERED HOLDERS EXACTLY AS THE STOCK IS REGISTERED. YOU MAY REVOKE YOUR
PROXY AT ANY TIME BEFORE IT IS VOTED BY SIGNING AND RETURNING A LATER DATED
PROXY WITH RESPECT TO THE SAME SHARES, BY FILING WITH THE SECRETARY OF THE
COMPANY A WRITTEN REVOCATION BEARING A LATER DATE, OR BY ATTENDING AND VOTING AT
THE ANNUAL MEETING.

By Order of the Board of Directors

/s/ MICHAEL A. BUCCI
------------------------------
Michael A. Bucci
SECRETARY

Miami, Florida
January 27, 1997

<PAGE>

GREENWICH AIR SERVICES, INC.
P.O. BOX 522187
MIAMI, FLORIDA 33152

ANNUAL MEETING OF STOCKHOLDERS

---------
PROXY STATEMENT
---------------

VOTING OF PROXIES

This Proxy Statement is being furnished to the holders (the
"Stockholders") of the Class A voting common stock, par value $.01 per share
(the "Class A Common Stock") of Greenwich Air Services, Inc. (the "Company"), a
Delaware corporation, in connection with the solicitation of proxies by the
Board of Directors of the Company (the "Board of Directors" or the "Board") for
use at the Company's Annual Meeting of Stockholders to be held on Friday, March
21, 1997 at 10:00 a.m. local time, at the Hotel Sofitel, 5800 Blue Lagoon Drive,
Miami, Florida 33126, and at any adjournment or postponement thereof (the
"Annual Meeting"). The Company will bear the cost of preparing, assembling, and
mailing the proxy material and of reimbursing brokers, nominees, and fiduciaries
for the out-of-pocket and clerical expenses of transmitting copies of the proxy
material to the beneficial owners of the Class A Common Stock held of record by
such persons. The Company does not intend to solicit proxies otherwise than by
use of the mail. This Proxy Statement, the attached Notice of Annual Meeting of
Stockholders and the form of proxy are first being mailed to Stockholders on or
about February 19, 1997. The Company's annual report, including financial
statements for the fiscal year ended September 30, 1996 accompanies but does
not constitute a part of this Proxy Statement.

All shares of Class A Common Stock that are represented at the Annual
Meeting by properly executed proxies received prior to or at the Annual Meeting,
and not revoked, will be voted at the Annual Meeting according to the
instructions indicated on such proxies. If no instructions are indicated, such
proxies will be voted "FOR" the election of all of the nominees for director
named herein and "FOR" the approval of each of the proposals outlined in
this proxy statement. The Board of Directors does not know of any other matters
which are to come before the Annual Meeting. If any other matters are properly
presented at the Annual Meeting for consideration, the persons named in the
enclosed form of proxy and acting thereunder will have discretion to vote on
such matters in accordance with their best judgment.

A Stockholder executing a proxy may revoke such proxy at any time before
the shares subject to the proxy are voted by (i) filing with the Secretary of
the Company, at or before the taking of the vote at the Annual Meeting, a
written notice of revocation bearing a later date than the proxy, (ii)
submitting a duly executed proxy relating to the same shares bearing a later
date and delivering it to the Secretary of the Company before the Annual
Meeting, or (iii) attending the Annual Meeting and voting in person (although
attendance at the Annual Meeting will not in and of itself constitute a
revocation of the proxy). Any written notice revoking a proxy should be sent to:
Greenwich Air Services, Inc., P.O. Box 522187, Miami, Florida 33152, Attention:
Secretary, or hand delivered to the Secretary of the Company at or before the
taking of the vote at the Annual Meeting.

Prior to the Annual Meeting, the Company will select one or more
inspector(s) of election for the Annual Meeting. Such inspector(s) shall
determine the number of shares of Class A Common Stock represented at the Annual
Meeting, the existence of a quorum and the validity and effect of proxies, and
shall receive, count and tabulate ballots and votes and determine the results
thereof. Abstentions are considered shares present and entitled to vote for the
purposes of determining the presence of a quorum but are not counted as votes
"FOR" or "AGAINST" any matter. The inspector(s) will treat shares referred to as
"broker or nominee non-votes" as shares that are present and entitled to vote
for purposes of determining the presence of a quorum.

RECORD DATE; VOTING AT THE ANNUAL MEETING

Only holders of record of Class A Common Stock at the close of business
on January 20, 1997 (the "Record Date") will be entitled to notice of and to
vote at the Annual Meeting or any adjournments thereof. On the Record Date,
there were 6,968,825 shares of Class A Common Stock issued and outstanding and
entitled to vote. The only

<PAGE>

class of capital stock of the Company outstanding and entitled to vote at the
Annual Meeting is the Class A Common Stock. Each holder of record of Class A
Common Stock on the Record Date is entitled to cast one vote per share held by
such holder on each proposal brought before the Annual Meeting. A simple
majority of the issued and outstanding shares of Class A Common Stock
constitutes the quorum necessary to conduct business at the Annual Meeting.

AVAILABILITY OF FORM 10-K

THE COMPANY WILL PROVIDE, WITHOUT CHARGE TO ANY STOCKHOLDER OF THE
COMPANY, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED SEPTEMBER 30, 1996. SUCH REQUEST SHOULD BE SENT IN WRITING TO: GREENWICH
AIR SERVICES, INC., POST OFFICE BOX 522187, MIAMI, FLORIDA 33152, ATTENTION:
INVESTOR RELATIONS.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information, as of January 20, 1997,
regarding the beneficial ownership of the Common Stock, based upon Rule 13d-3 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") by (i)
those persons known to the Company to be the beneficial owners of more than 5%
of the outstanding shares of Common Stock (ii) each of the Company's directors
individually, (iii) the Company's Chief Executive Officer and each named
executive officer listed in the Summary Compensation Table below (collectively,
the "Named Executive Officers") and (iv) all directors and executive officers of
the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY OWNED
CLASS A CLASS B PERCENT OF PERCENT OF
NAME AND ADDRESS (1) COMMON STOCK COMMON STOCK CLASS A CLASS B
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Eugene P. Conese (2) 3,472,528 2,855,434 49.8 29.2

Eugene P. Conese, Jr. (3) 193,221 188,094 2.8 1.9

Charles A. Gabriel (4) 2,573 2,573 * *

Charles J. Simons (5) 7,000 7,000 * *

Chesterfield Smith (5) 6,000 6,000 * *

Allen J. Krowe (6) 0 2,000 * *

Robert J. Vanaria (7) 6,250 6,936 * *

Orlando M. Machado (8) 5,865 4,356 * *

Dard F. Stagg (9) 932 1,470 * *

All Directors and Executive Officers
as a Group (9 persons) (10) 3,694,369 3,073,862 52.8 31.3
</TABLE>
- ------------------------------------------------
* Less than 1%

(1) The mailing address of each stockholder identified above is c/o
Greenwich Air Services, Inc., P.O. Box 522187, Miami, Florida 33152.
Except as indicated in the other footnotes to this table, each person
listed has the sole voting and dispositive power with respect to all
shares of Common Stock with respect to which such person is the
beneficial owner.

(2) Mr. Eugene P Conese is Chairman of the Board of Directors. Includes
262,696 shares of each of Class A and Class B Common Stock held
beneficially by his wife, Anna May Conese, for which shares Mr. Conese
holds sole voting power pursuant to a 10-year irrevocable proxy. Also
includes options to acquire 4,500 shares of each of Class A and Class B
Common Stock issuable upon exercise of options under the 1992 Stock
Option Plan which are currently exercisable. Does not include options to
acquire 13,500 shares of each of Class A and Class B Common Stock under
the 1992 Stock Option Plan which are not currently exercisable. Mr.
Conese disclaims any beneficial interest in shares of Common Stock owned
by members of his family other than Anna May Conese.

(3) Mr. Conese, Jr. is the son of Eugene P. Conese. Includes 5,127 shares of
Class A Common Stock held in his wife's name as Trustee for their
children. Also includes options to acquire 9,500 shares of each of Class
A and Class B Common Stock issuable upon exercise of options under the
1992 Stock Option Plan which are currently exercisable. Does not include
options to acquire 15,500 shares of each of Class A and Class B Common
Stock under the 1992 Stock Option Plan which are not currently
exercisable.

2
<PAGE>

(4) Includes options to acquire 2,100 shares of each of Class A and Class B
Common Stock issuable under the 1994 Stock Option Plan, which are
currently exercisable.

(5) Includes options to acquire 5,000 shares of each of Class A and Class B
Common Stock under the 1994 Stock Option Plan, which are currently
exercisable.

(6) Includes options to acquire 2,000 shares of Class B Common Stock
issuable under the 1994 Stock Option Plan, which are currently
exercisable. Does not include options to acquire 3,000 shares of Class B
Common Stock under the 1994 Stock Option Plan, which are not currently
exercisable.

(7) Includes options to acquire 3,750 shares of each of Class A and Class B
Common Stock under the 1992 Stock Option Plan, which are currently
exercisable. Does not include options to acquire 8,750 shares of each of
Class A and Class B Common Stock under the 1992 Stock Option Plan, which
are not currently exercisable.

(8) Includes options to acquire 500 shares of each of Class A and Class B
Common Stock under the 1992 Stock Option Plan, which are currently
exercisable. Does not include options to acquire 6,500 shares of each of
Class A and Class B Common Stock under the 1992 Stock Option Plan, which
are not currently exercisable.

(9) Does not include options to acquire 2,500 shares of each of Class A and
Class B Common Stock under the 1992 Stock Option Plan, which are not
currently exercisable. Mr. Stagg's employment with the Company
terminated in January, 1997.

(10) Includes options to acquire an aggregate of 30,350 shares of Class A
Common Stock and 32,350 shares of Class B Common Stock granted under the
1992 and 1994 Stock Option Plans, which are currently exercisable. Does
not include options granted under these plans to acquire an additional
46,750 shares of Class A Common Stock and 49,750 shares of Class B
Common Stock, which are not currently exercisable.

PROPOSAL 1. ELECTION OF DIRECTORS

Nominees for six directors will be elected at the Annual Meeting to
serve for a one year term expiring on the date of the 1998 Annual Meeting of
Stockholders of the Company. Each director elected will continue in office until
a successor has been elected and qualified. If any nominee is unable to serve,
which the Board of Directors has no reason to expect, the persons named in the
accompanying proxy intend to vote for the remaining named nominees and, if they
deem it advisable, for a substitute nominee. Certain information concerning the
nominees for directors of the Company are listed in the following table.
<TABLE>
<CAPTION>

NAME AND PRINCIPAL OCCUPATION OR EMPLOYMENT AGE FIRST BECAME A DIRECTOR
- ------------------------------------------------------------ ------------ ------------------------

<S> <C> <C>
Eugene P. Conese 67 1987
Chairman of the Board of Directors and Chief Executive
Officer of the Company
Elected as an officer of the Company in 1987

Eugene P. Conese, Jr. 37 1987
President and Chief Operating Officer of the Company
Elected as an officer of the Company in 1989

Charles A. Gabriel 69 1992
General, United States Air Force (retired), Former U.S. Air
Force Chief of Staff

Allen J. Krowe 64 1996
Vice Chairman, Texaco, Inc.

Charles J. Simons 78 1988
Chairman of the Board of Directors, G.W. Plastics. Inc.

Chesterfield Smith 79 1988
Senior Partner, Holland & Knight (attorneys)
</TABLE>

3
<PAGE>

EUGENE P. CONESE has been the Chairman of the Board of Directors and
Chief Executive Officer of the Company since October 1987. Mr. Conese was also
the founder, principal stockholder, Chief Executive Officer and Chairman of the
Board of The Greenwich Company, Ltd. ("GCL"), a private holding company formed
in 1980, which acquired the Company in October 1987. Prior to acquiring the
Company, GCL acquired Haskon Corporation ("Haskon"), a manufacturer of
specialized seals for aircraft and aircraft engines and founded EPCO
Technologies, Inc. ("EPCO"), a company which produces specialty plastic
components for consumer products. Haskon and EPCO have since been sold, and GCL
was merged with and into the Company as of December 30, 1995. From 1970 to 1979,
Mr. Conese served as President, Chief Executive Officer and member of the Board
of Directors of Irvin Industries, Inc., an American Stock Exchange listed
company engaged in the manufacture and distribution of a number of products for
the aerospace and automotive industries. Mr. Conese is a member of the Board of
Directors of Trans World Airlines, Inc. and is a member of the Board of Trustees
of Iona College.

EUGENE P. CONESE, JR. has served as President and Chief Operating
Officer of the Company since November 1990. Mr Conese, Jr. has also served as
Vice President of the Company from March 1989 to November 1990, and he has
served as a director of the Company continuously since 1987. From 1984 through
December 1995, Mr. Conese, Jr. has served in various capacities for GCL,
including President, which position he held at the time GCL was merged with and
into the Company. Mr. Conese, Jr. also served as President and Chief Operating
Officer and member of the Board of Directors of Haskon, and as President of
EPCO. Mr. Conese, Jr. is the son of Eugene P. Conese.

CHARLES A. GABRIEL became a member of the Board of Directors in November
1992. He is a retired four-star General of the United States Air Force, and
served from June 1982 to June 1986 as Chief of Staff of the United States Air
Force and as a member of the Joint Chiefs of Staff. Prior to his appointment as
Chief of Staff, he served as Commander in Chief, United States Air Forces in
Europe and commander of the Allied Air Forces, Central Europe. A 36-year veteran
of the United States Air Force, General Gabriel is the recipient of numerous
honors, awards and medals from the United States Armed Forces. General Gabriel
serves on the Boards of Directors of GEC-Marconi, Electronic Systems, Inc. and
on the Board of Advisors of Riggs National Bank of Virginia.

ALLEN J. KROWE became a member of the Board of Directors in November
1996. In 1988, Mr. Krowe joined Texaco, Inc., as Senior Vice President and Chief
Financial Officer, and in 1993 was named Vice Chairman of the Board along with
additional operational responsibilities within Texaco. Prior thereto, he was
Executive Vice President of IBM and a member of IBM's Board of Directors. Mr.
Krowe joined IBM in 1960 and was elected Vice President in 1975. Mr. Krowe also
serves as an Advisory Board member of the New York Stock Exchange and is a
member of the boards of several major companies and other organizations,
including PPG Industries, Inc., IBJ Schroder Bank and Trust Company, the
Business Council of New York State, and the University of Maryland Foundation.

CHARLES J. SIMONS became a member of the Board of Directors in March
1988. He is Chairman of the Board of Directors of G.W. Plastics, Inc. and is a
management and financial consultant. For over 40 years Mr. Simons was employed
by Eastern Airlines and served at various times during such period as
Vice-Chairman, Executive Vice President and director. He is a member of the
Board of Directors of Royce Laboratories, Inc., Calspan Corporation, and
Bessemer Trust Co. of Florida. Mr. Simons became Chairman, President and Chief
Executive Officer of General Development Corporation, a land developer, just
prior to that corporation's Chapter 11 bankruptcy filing in 1990. Mr. Simons
resigned all of his positions as President, Chief Executive Officer and Chairman
by the time General Development Corporation emerged from bankruptcy in 1992.

CHESTERFIELD SMITH became a member of the Board of Directors in March
1988. Mr. Smith is a senior partner of the Florida law firm of Holland & Knight,
which firm has rendered certain legal services to the Company since 1990. He
served as President of the American Bar Association, and as President of the
Florida Bar Association. Mr. Smith presently serves as a director and Chairman
of the Executive Committee of the Citrus & Chemical Bancorporation, Bartow,
Florida, and as Chairman of the Board of Trustees of The Emerald Funds.

4
<PAGE>

ADDITIONAL EXECUTIVE OFFICERS

MICHAEL A. BUCCI, age 35, joined the Company in November 1996 as Senior
Vice President, General Counsel and Secretary. Prior to joining the Company, Mr.
Bucci was in private practice in Providence, Rhode Island. In 1995, Mr. Bucci
was general counsel and chief financial officer for The Sundlun Group, an
investment management group located in Rhode Island. From 1991 to 1994, he
served in various capacities with the Governor's Office of the State of Rhode
Island, including Deputy Legal Counsel to the Governor, Director of the
Governor's Office of Legislative Affairs, and Director of the Rhode Island
Department of Business Regulation, a cabinet-level position. Prior to joining
the Rhode Island Governor's Office, Mr. Bucci was in the tax department of Ernst
& Young and associated with a large law firm in Rhode Island. Mr. Bucci holds
J.D. and LL.M. degrees and is a certified public accountant.

ORLANDO M. MACHADO, age 37, joined the Company in December 1987 as Vice
President and Controller, was promoted to Vice President and Treasurer in
September 1991, and became Vice President of Finance in December 1992. Prior to
joining the Company, Mr. Machado, who is a certified public accountant, was
employed by Coopers & Lybrand, L.L.P., as an audit manager.

ROBERT J. VANARIA, age 51, joined the Company in March 1995 as Senior
Vice President of Administration and Chief Financial Officer. Prior to joining
the Company, Mr. Vanaria served from 1982 to 1994 as Senior Vice President of
Finance and Chief Financial Officer of Foamex International, Inc. Before joining
Foamex, Mr. Vanaria served eight years as Corporate Controller for Quaker Fabric
Corporation.

COMMITTEES OF THE BOARD OF DIRECTORS AND MEETING ATTENDANCE

The Board of Directors met seven times during fiscal 1996. The Board of
Directors has Executive, Compensation, and Finance and Audit Committees, each
comprised of three members. The Board of Directors does not have a Nominating
Committee.

EXECUTIVE COMMITTEE. The Executive Committee may exercise all of the
powers of the Board of Directors, except to the extent limited by law or the
Company's Amended and Restated Certificate of Incorporation or By-Laws. The
Executive Committee is presently composed of Messrs. Conese (Chairman), Conese,
Jr., and Simons. The Executive Committee did not meet during fiscal 1996.

COMPENSATION COMMITTEE. The Compensation Committee reviews and
recommends to the Board of Directors the compensation to be paid to the
Company's Chairman and Chief Executive Officer, and President and Chief
Operating Officer. During fiscal 1996, the Compensation Committee also
administered the Company's 1992 Stock Option Plan, the 1994 Stock Option Plan
and the 1995 Employee Stock Purchase Plan. The Compensation Committee is
presently comprised of Messrs. Simons (Chairman), Gabriel, and Smith. The
Compensation Committee held two meetings during fiscal 1996.

FINANCE AND AUDIT COMMITTEE. The Finance and Audit Committee recommends
to the Board of Directors the accounting firm to be engaged to audit the
Company's financial statements, reviews the Company's internal financial
controls, and considers other financial issues in addition to accounting and
auditing items. The Finance and Audit Committee is currently comprised of
Messrs. Smith (Chairman), Gabriel, and Simons. The Finance and Audit Committee
held four meetings during fiscal 1996.

DIRECTORS' FEES AND COMPENSATION

Directors who are not employees of the Company each receive an annual
retainer of $20,000. No director of the Company receives any director's fees for
attendance at meetings of the Board of Directors or committees thereof, although
members of the Board do receive reimbursement for actual expenses of such
attendance. Officers of the Company do not receive a retainer or any other
additional compensation for attendance at meetings of the Board of Directors or
any committees thereof.

5
<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In September 1993, the Company adopted a policy with respect to future
related party transactions, which requires that all such transactions be
approved by both a majority of the entire Board of Directors as well as by a
majority of the independent outside directors or by a majority vote of the
Company's disinterested stockholders. This Policy is set forth in the Company's
By-laws.

In December 1995, The Greenwich Company, Ltd. ("GCL"), a company
wholly-owned by Eugene P. Conese and members of his family, was merged with and
into the Company. In transacting this merger, the Company acquired and canceled
3,950,000 shares of each of its Class A and Class B Common Stock from GCL and
issued 3,950,310 shares of each of its Class A and Class B Common Stock to the
stockholders of GCL (as restated to give effect to the May, 1996 stock
dividend). The merger with GCL, as a related party transaction, was approved
unanimously by the Board of Directors and by the Finance and Audit Committee of
the Board of Directors, which Committee is composed entirely of outside
directors. Furthermore, the merger was ratified by the stockholders of the
Company at a special meeting of stockholders held on December 30, 1995.

During fiscal 1996, and through the first three months of fiscal 1997,
the Company purchased engine parts from World Air Lease, Inc. ("WAL") totaling
$37,050 and $7,000, respectively. WAL is wholly owned by Eugene P. Conese, the
Chairman and Chief Executive Officer of the Company and members of his immediate
family, directly and through trusts. In addition, during the first three months
of fiscal 1997 the Company completed engine parts repair services for WAL
totaling $59,125. During fiscal 1996, the Company also completed the servicing
of an engine partly owned by WAL, which services aggregated to $640,000. WAL is
a passive investor with a minority interest in, and no management control of the
engine serviced.

Through the first three months of fiscal 1997, the Company also
purchased engine parts from Universal Air Lease, Inc. ("Universal"), for which
the Company paid $41,470. Universal is wholly owned by Eugene P. Conese, the
Chairman and Chief Executive Officer of the Company and members of his immediate
family. The Company did not participate in any transactions with Universal in
fiscal 1996.

The terms of each of the transactions with WAL and Universal are
believed by the Company's management to have been on a market basis not
materially different from those which would have prevailed in a transaction on
an arm's-length basis with an unrelated person.

Chesterfield Smith, a director of the Company, is a senior partner in a
law firm which has received and may hereafter receive legal fees from the
Company in connection with professional services provided.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

To the knowledge of the Company, except as noted below, there are no
officers, directors, or beneficial owners of more than 10% of any class of
equity securities of the Company registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") or any other
persons subject to Section 16 of the Exchange Act, with respect to the Company
that failed to file on a timely basis reports required by Section 16(a) of the
Exchange Act during fiscal 1996.

During fiscal 1996, each of the following persons inadvertently filed
late reports for one transaction: Eugene P. Conese, Eugene P. Conese, Jr., and
Robert J. Vanaria.

6
<PAGE>
EXECUTIVE COMPENSATION

The following table sets forth certain compensation information relating
to the Company's Named Executive Officers for the three year period ended
September 30, 1996.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
--------------------------------------------- ------
ALL OTHER
OTHER ANNUAL COMPEN-
COMPENSATION OPTIONS (#) SATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) ($)(1) (2) ($)(3)
- --------------------------------- -------- ---------- --------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Eugene P. Conese 1996 $406,301 $666,667 $530,000 36,000 $400
Chairman and Chief Executive 1995 $400,001 $394,846 $86,300 0 $200
Officer 1994 $381,527 $46,000 $103,502 0 $100

Eugene P. Conese, Jr. 1996 $201,700 $333,333 $95,000 24,000 $400
President, Chief Operating 1995 $175,001 $172,745 $21,380 0 $200
Officer, and Director 1994 $178,403 $23,000 $18,333 26,000 $100

Robert J. Vanaria 1996 $154,862 $90,000 n/a 10,000 $400
Sr. Vice President of Administration 1995 $86,544 $52,500 n/a 20,000 $0
and Chief Financial Officer (4) 1994 n/a n/a n/a n/a n/a

Orlando M. Machado 1996 $105,794 $40,300 n/a 4,000 $400
Vice President, Finance 1995 $100,354 $25,000 n/a 0 $200
1994 $102,080 $389 n/a 20,000 $100

Dard F. Stagg 1996 $104,851 $20,000 n/a 0 $400
Vice President, General Counsel 1995 $98,842 $20,000 n/a 0 $ 0
and Secretary (5) 1994 $78,192 $22,500 n/a 10,000 $ 0
</TABLE>
(1) Includes deferred compensation of $80,000, $80,000 and $73,333 received
by Eugene P. Conese from the Company in fiscal 1996, 1995, and 1994,
respectively. Includes deferred compensation of $20,000, $20,000 and
$18,333 received by Eugene P. Conese, Jr. from the Company in fiscal
1996, 1995 and 1994, respectively. Also includes deferred bonuses
awarded to Messrs. Conese and Conese, Jr. in fiscal 1996 of $450,000 and
$75,000, respectively. Includes both direct and deferred compensation
received by each of Eugene P. Conese and Eugene P. Conese, Jr. from GCL
in 1994. In such year, the Company paid to GCL management fees
aggregating $120,000. The Company's management agreement with GCL
terminated upon consummation of the Company's initial public offering in
November 1993 and simultaneous with the commencement of the term of
employment agreements between the Company and each of Eugene P. Conese
and Eugene P. Conese, Jr. See "Executive Compensation - Employment
Agreements." Until consummation of the merger of GCL with and into the
Company, Eugene P. Conese was the principal stockholder and Chairman of
the Board of Directors and Chief Executive Officer of GCL and Eugene P.
Conese, Jr. was also a stockholder and the President of GCL. Excludes
personal benefits and other forms of non-cash compensation that, in the
opinion of management, do not in the aggregate exceed the lesser of
$50,000 or 10% of the total annual salary and bonus reported for such
named executive officers.

(2) The amounts in this column represent options granted pursuant to the
Company's 1992 Employee Incentive Stock Option Plan, and have been
restated to give effect to the distribution in May, 1996 of a dividend
of one share of Class B Common Stock for each share of Class A Common
Stock outstanding.

(3) Includes matching contributions expended by the Company under its 401(k)
Retirement Plan on behalf of the specified named executive officers.

(4) Mr. Vanaria joined the Company in March 1995. Therefore, compensation
information for fiscal 1995 represents the period from March to
September 1995, and no compensation information is presented for Mr.
Vanaria for fiscal 1994.

(5) Mr. Stagg joined the Company in November 1993. Therefore, compensation
information for fiscal 1994 represents the period from November 1993 to
September 1994. Mr. Stagg served as Vice President, General Counsel and
Secretary through November 1996, at which time the position of Senior
Vice President, General Counsel and Secretary was established and filled
by Michael A. Bucci. Mr. Stagg's employment with the Company terminated
in January, 1997.

7
<PAGE>

STOCK OPTIONS

The following table sets forth certain information concerning options
granted in fiscal 1996 to the Company's Named Executive Officers under the
Company's 1992 Employee Incentive Stock Option Plan (the "1992 Plan"), as
restated to give effect to the distribution in May, 1996 of a dividend of one
share of Class B Common Stock for each share of Class A Common Stock
outstanding. The Company has no outstanding stock appreciation rights and
granted no stock appreciation rights during fiscal 1996.
<TABLE>
<CAPTION>

OPTION GRANTS IN LAST FISCAL YEAR

POTENTIAL REALIZED VALUE AT ASSUMED
% OF TOTAL ANNUAL RATES OF STOCK PRICE APPRECIATION
OPTIONS FOR OPTION TERM
OPTIONS GRANTED TO EXERCISE OR ----------------------------------------
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION 5% 10%
NAME (#)(1) FISCAL YEAR ($/SH) DATE ($) ($)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Eugene P. Conese 36,000 18% 11.3125 1/31/2001 $112,516 $248,630

Eugene P. Conese, Jr. 24,000 12% 11.3125 1/31/2001 $ 75,010 $165,754

Robert J. Vanaria 10,000 5% 11.3125 1/31/2001 $ 31,254 $ 69,064

Orlando M. Machado 4,000 2% 11.3125 1/31/2001 $ 12,502 $ 27,626

Dard F. Stagg 0 n/a n/a n/a n/a n/a
</TABLE>
(1) These options were granted on February 1, 1996 pursuant to the 1992
Plan, and are exercisable for equal numbers of Class A and Class B
Common Stock beginning one year from the date of grant for 25% of the
shares, with the balance to become exercisable cumulatively in two
installments each year thereafter of 25% and 50% in years two and three,
respectively. Upon announcement of a Change in Control (pursuant to and
as defined in the 1992 Plan), all options granted under the 1992 Plan
will become immediately exercisable. Upon consummation of a Change in
Control, all unexercised options will terminate.

The following table sets forth certain information concerning the
exercise of options and the value of unexercised options held under the 1992
Plan at September 30, 1996 by the Company's Named Executive Officers, as
restated to give effect to the distribution in May, 1996 of a dividend of one
share of Class B Common Stock for each share of Class A Common Stock
outstanding.
<TABLE>
<CAPTION>

AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR AND FY-END OPTION VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES ACQUIRED OPTIONS AT FY-END (#) AT FY-END ($)(1)
ON EXERCISE VALUE REALIZED --------------------- ----------------
NAME (#) ($)(2) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Eugene P. Conese n/a n/a 0 36,000 $0 $470,250

Eugene P. Conese, Jr. n/a n/a 13,000 37,000 $277,875 $591,375

Robert J. Vanaria 5,000 $ 85,625 0 25,000 $0 $443,750

Orlando M. Machado 7,500 $175,625 0 14,000 $0 $266,000

Dard F. Stagg 3,750 $ 96,250 0 5,000 $0 $106,875
</TABLE>

(1) Represents the value of unexercised, in-the-money options at September
30, 1996, using the closing prices of $28 and $20 3/4 for the Class A
and Class B Common Stock, respectively, on that date. Amounts are
rounded to the nearest dollar.

(2) Represents the difference between the exercise price and the closing
price on the date of exercise, multiplied by the number of shares
acquired.

8
<PAGE>

EMPLOYMENT AGREEMENTS

In September 1993, the Company entered into an employment agreement with
Eugene P. Conese, effective upon consummation of the Company's initial public
offering in November 1993 and expiring on September 30, 1996. Under such
agreement, Mr. Conese served as Chairman of the Board and Chief Executive
Officer of the Company and received a base salary of $400,000 per annum, plus
deferred compensation of $80,000 per annum. Effective October 1, 1996, the
Company and Mr. Conese agreed to a new three year employment agreement through
September 30, 1999 providing for a base salary of $500,000 per annum and
deferred compensation of $80,000 per annum.

In September 1993, the Company also entered into an employment agreement
with Eugene P. Conese, Jr., effective upon consummation of the Company's initial
public offering in November 1993 and expiring on September 30, 1996. Under this
agreement, Mr. Conese, Jr. served as President and Chief Operating Officer of
the Company, and received a base salary of $175,000 per annum, plus deferred
compensation of $20,000 per annum. In December 1995, Mr. Conese, Jr.'s
employment agreement was amended to increase his annual base salary to $200,000,
effective October 1, 1995. Effective October 1, 1996, the Company and Mr.
Conese, Jr. agreed to a new three year employment agreement through September
30, 1999 providing for a base salary of $375,000 per annum and deferred
compensation of $20,000 per annum.

In accordance with their respective employment agreements, in addition
to their base salaries and deferred compensation, Eugene P. Conese and Eugene P.
Conese, Jr. are entitled to share, in proportion to their respective base
salaries, a combined annual bonus based upon targeted levels of the Company's
income before taxes, after deducting the amount of the annual bonus, in each of
the three years during the term of their employment agreements. For fiscal 1997,
the combined bonus payable ranges from $500,000 to a maximum of $1,500,000 for
income before taxes of $28,500,000 and $35,201,000 (or higher), respectively.
For fiscal 1998, the combined bonus payable ranges from $500,000 to a maximum of
$2,000,000 for income before taxes of $30,000,000 and $41,701,000 (or higher),
respectively. For fiscal 1999, the combined bonus payable ranges from $500,000
to a maximum of $2,000,000 for income before taxes of $33,000,000 and
$45,901,000 (or higher), respectively.

The new employment agreements for Mr. Conese and Mr. Conese, Jr. also
provide that their base salaries shall be subject to annual adjustment to
amounts which shall be equal to the fiftieth percentile of the average base
salaries paid to senior executives of other corporations deemed comparable by an
independent consulting firm deemed acceptable to the Board of Directors.

In addition to their regular compensation, Mr. Conese and Mr. Conese,
Jr. were awarded special bonuses of $450,000 and $75,000, respectively, by the
Board of Directors in recognition of their special efforts relating to the
Aviall acquisition, which was consummated in June 1996.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Since 1992, the Compensation Committee of the Board of Directors, which
is comprised entirely of outside directors, has decided all compensation matters
relating to the Company's Chairman and Chief Executive Officer, and President
and Chief Operating Officer, whose employment contracts with the Company were
approved by the Compensation Committee. Messrs. Charles J. Simons and
Chesterfield Smith have been members of the Compensation Committee since its
formation in 1992. General Charles Gabriel became a member of the Compensation
Committee in December 1993.

Since 1993, the Board of Directors has consisted of Eugene P. Conese,
Eugene P. Conese, Jr., General Charles A. Gabriel, Charles J. Simons, and
Chesterfield Smith. Mr. Conese is the principal stockholder of the Company.
Other than Mr. Conese and Mr. Conese, Jr., no officer or employee of the Company
participated in the Board's compensation decisions.

For a discussion of transactions between the Company's directors and
executive officers and the Company and its affiliates, see "Certain
Relationships and Related Transactions."

9
<PAGE>

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Board of Directors has decided that entering into employment
agreements with certain of the Company's senior executive officers is the best
way to attract and retain highly capable employees on a basis that will
encourage them to perform at increasing levels of effectiveness and to use their
best efforts to promote the growth and profitability of the Company and its
subsidiaries. Messrs. Conese and Conese, Jr. are under contract with the
Company.

In setting levels of compensation under such employment contracts and in
reviewing management's overall compensation policy, the Board of Directors has
evaluated the Company's overall profitability, the contribution of particular
individuals to Company performance and industry compensation standards. A
percentage of the compensation paid to each of Messrs. Conese and Conese, Jr.
under their respective employment agreements is tied to the Company's
achievement of prescribed levels of pre-tax income.

CHARLES J. SIMONS, CHAIRMAN
CHARLES A. GABRIEL
CHESTERFIELD SMITH

10
<PAGE>

STOCK PERFORMANCE GRAPH

The following performance graph provides a comparison of the cumulative
total returns on the Company's Class A Common Stock ("GASIA") based on an
investment of $100 on November 5, 1993 against the cumulative total return,
assuming reinvestment of (i) the NASDAQ National Market as a whole ("NASDAQ"),
and (ii) an index consisting of a peer group of similar publicly traded entities
(the "Peer Group"). The Peer Group consists of: AAR Corporation; Aviall, Inc.;
Banner Aerospace; BE Aerospace, Inc.; Heico Corporation; and UNC, Inc. The Peer
Group Index has been weighted for the respective market capitalization of the
subject companies. The investment in the Company's Class A Common Stock has been
retroactively adjusted to give effect to the May 1996 dividend of one share of
Class B Common Stock for each outstanding share of Class A Common Stock.

"[GRAPHIC TO APPEAR HERE]"

11/5/93 9/30/94 9/30/95 9/30/96
------- ------- ------- -------

<S> <C> <C> <C> <C>
GASI $100.00 $69.57 $237.68 $649.83

NASDAQ Index $100.00 $104.67 $127.09 $148.38

Peer Group Index (1) $100.00 $92.84 $99.96 $149.11

Prior Peer Group Index (1) $100.00 $81.47 $77.05 $121.89
</TABLE>

(1) Prior to fiscal 1996, the Company's Peer Group index (the "Prior Peer
Group Index") was comprised of Aviall, Inc.; BE Aerospace; EDAC
Technologies Corporation; Heico Corporation; Kreisler Manufacturing
Corporation; Teledyne, Inc.; and UNC, Inc. For fiscal 1996, the Prior
Peer Group Index has been revised to (i) better represent the Company's
industry and (ii) account for the recent growth of the Company
subsequent to the acquisition of the engine services operations of
Aviall, Inc. Accordingly, the Company's fiscal 1996 Peer Group Index
excludes Teledyne (due to such company's merger with Allegheny Ludlam
Corporation into Allegheny Teledyne, Inc.); and includes AAR Corporation
and Banner Aerospace in place of EDAC and Kreisler (both of which are
not deemed comparable to the Company due to their much smaller size).

11
<PAGE>

BOARD RECOMMENDATION

The Board of Directors unanimously recommends that the Stockholders vote
"FOR" the election of the nominees for director, with such nominees to serve as
directors until the 1998 Annual Meeting of Stockholders.

REQUIRED VOTE

The nominees specified above will be elected as directors of the Company
if there are more "FOR" votes cast than "AGAINST" votes. For purposes of
this proposal, abstentions and broker and nominee non-votes will not be treated
as votes cast and therefore will not be considered by the inspector(s) when
counting votes on this proposal.

PROPOSAL 2. APPROVAL AND ADOPTION OF AMENDED EMPLOYEE STOCK PURCHASE PLAN

In July 1992, the Company's Board of Directors authorized and directed
the Compensation Committee of the Board and the officers of the Company to
develop a stock purchase plan available to Company employees to serve as an
additional employment incentive. The Board of Directors' authorization limited
the plan to the distribution of a maximum of 100,000 shares of the Company's
Common Stock (since reclassified as Class A Common Stock) to plan participants.

On March 22, 1995, the Company's Board of Directors adopted, and on
April 19, 1995 the Company's stockholders approved, the Greenwich Air Services,
Inc. 1995 Employee Stock Purchase Plan (the "ESPP"). The effective date of the
ESPP was April 19, 1995.

Subsequent to the acquisition of the engine service operations of
Aviall, Inc. in June, 1996, and the corresponding increase in the number persons
employed by the Company, the Compensation Committee and the Board of Directors
deemed it desirable to increase both the number of shares authorized for
distribution under the ESPP, and the maximum annual employee contribution to the
ESPP. At the same time, the Board determined that the plan should be further
amended to authorize the distribution of only the Company's non-voting Class B
Common Stock. As a result, on June 19, 1996 the Board of Directors incorporated
appropriate amendments into the ESPP (now the "Amended ESPP"), effective on July
1, 1996.

DESCRIPTION OF PLAN

Under the Amended ESPP, options (the "Options") to purchase up to an
aggregate of 200,000 shares of Class B Common Stock may be granted to eligible
employees after June 30, 1996. Prior to July 1, 1996, options to purchase up to
an aggregate of 100,000 shares of Class A Common Stock were available. Granted
shares may be either authorized but unissued shares or treasury shares. The
Amended ESPP is designed to provide a method by which eligible employees of the
Company, and of such of the Company's subsidiaries as the Board of Directors may
from time to time determine, can acquire a shareholder interest in the Company.
The Compensation Committee shall have the right to determine all questions
regarding the interpretation and application of the provisions of the Amended
ESPP and to make, administer, and interpret such rules and regulations as it
deems necessary or advisable with respect to the Amended ESPP. The Compensation
Committee's decisions will be final and binding.

Each employee of the Company who has a customary work schedule of at
least 20 hours per week and who has been an employee of the Company for at least
one year, will be eligible to participate in the Amended ESPP. An employee may
not receive an Option under the Amended ESPP if, immediately after the Option is
granted, the employee would own stock possessing five percent or more of the
total combined voting power or value of all classes of stock of the Company or
its subsidiaries.

Each of the periods during which the Amended ESPP remains in effect are
referred to as "Option Periods." Each Option Period will generally be for a
period of three months. Each employee of the Company who is eligible

12
<PAGE>

to participate in the Amended ESPP on the first day of an Option Period may
elect to do so by executing and delivering to the Company, at least 15 days
prior to such date, a payroll deduction authorization as described below. Any
such payroll deduction authorization shall remain in effect until revoked or
amended in writing by the participant.

The Class B Common Stock purchased under the Amended ESPP will be paid
for by payroll deductions. If an employee elects to participate in the Amended
ESPP, he must specify a percentage of his compensation (up to a maximum of 15%,
but in no event more than $15,000 in any calendar year) which he wants
contributed to the Amended ESPP on his behalf. Prior to July 1, 1996, an
employee was limited to $5,000 of contributions per year. These payroll
deductions will be credited to a withholding account established in the
employee's name. A participating employee may reduce the withholding rate of his
payroll deduction authorization by one or more whole percentage points (but not
to below 2%) at any time during an Option Period by delivering written notice to
the Company, such reduction to take effect prospectively as soon as practicable
following receipt of such notice by the Company. A participating employee may
increase or reduce the withholding rate of his payroll deduction authorization
for a future Option Period by written notice delivered to the Company at least
15 days prior to the first day of the Option Period as to which the change is to
be effective.

On the first day of each Option Period, a participant will be deemed to
have been granted an Option for the maximum number of whole and fractional
shares of Class B Common Stock that can be purchased at the applicable option
price with the payroll deductions credited to his account during that Option
Period. Each participant automatically and without any act on his part will be
deemed to have exercised his Option on the last day of each Option Period. The
number of shares of Class B Common Stock subject to each Option equals the
quotient of the balance credited to the participant's account as of the last day
of the Option Period divided by the option price. The applicable option price
will be an amount equal to 85% of the fair market value of the Class B Common
Stock at (a) the time of grant of the Option or (b) the time at which the Option
is deemed exercised, whichever is less. Unless the Board of Directors determines
otherwise in good faith, the fair market value on any given day will mean the
Closing Price of the Class B Common Stock on such day (or, if there was no
Closing Price on such day, the latest day prior thereto on which there was a
Closing Price). The "Closing Price" of the Class B Common Stock on any business
day will be the last sale price as reported by the NASDAQ National Market
System. Any balance remaining in a participant's withholding account after
exercise of an Option for any Option Period, will be refunded to the
participant.

Shares of Class B Common Stock purchased by a participant under the
Amended ESPP will be held in brokerage accounts for the participants with
Merrill Lynch, Pierce, Fenner & Smith, Inc., or any successor brokerage firm
subsequently selected. A participant who holds an Option may, at any time prior
to the exercise thereof, cancel such Option as to all (but not less than all) of
the shares of stock subject or to be subject to such Option by written notice
delivered to the Company. Upon such cancellation, the balance in the
participant's withholding account will be refunded. A participant may terminate
his payroll deduction authorization as of any date by written notice delivered
to the Company and will thereby cease to be a participant as of such date. Any
participant who voluntarily terminates his payroll deduction authorization prior
to the last business day of an Option Period will be deemed to have canceled his
Option. Any participant who cancels an Option or terminates his payroll
deduction authorization may as of the beginning of a subsequent Option Period
again become a participant in the Amended ESPP; provided, however, that any such
participant who is at that time subject to the provisions of Section 16 of the
Securities Exchange Act of 1934, as amended, may not again become a participant
until at least six months have elapsed after the date on which he ceased to be a
participant.

If any participant's employment with the Company terminates for any
reason, any unexercised Option granted to such participant will terminate as of
the date of the termination of the participant's employment. The Company
promptly will refund to the participant the amount of payroll deductions then
credited to the participant's withholding account.

Options granted under the Amended ESPP will not be transferable
otherwise than by will or the laws of descent and distribution, and will be
exercisable during the participant's lifetime only by the participant.

13
<PAGE>

The Board of Directors has the authority to terminate or amend the
Amended ESPP, but approval by the Company's shareholders will be required with
respect to amendments relating to (i) the aggregate number of shares of Class B
Common Stock that may be issued under the Amended ESPP (other than as provided
in the next paragraph) or (ii) the eligibility provisions of the Amended ESPP.
The Amended ESPP will terminate automatically following the end of the last
Option Period beginning in 2005; provided, however, that the Company's Board of
Directors may extend the Amended ESPP for one or more additional Option Periods.
The Amended ESPP will terminate in any case when all or substantially all of the
Class B Common Stock reserved for issuance under the Amended ESPP has been
purchased.

The number and kind of shares subject to, and the option price of,
outstanding Options, and the number of shares of Class B Common Stock remaining
available for issuance under the Amended ESPP, may be appropriately adjusted to
reflect the impact of certain significant events involving the Company, such as
mergers, recapitalizations, stock splits and the like.

FEDERAL INCOME TAX CONSEQUENCES

The Amended ESPP is intended to be an "employee stock purchase plan"
under Section 423 of the Internal Revenue Code of 1986. The Federal income tax
consequences to an employee who participates in the Amended ESPP generally will
be as set forth below.

A participant must pay Federal income and Federal Insurance
Contributions Act (FICA) taxes on amounts that are deducted from his pay to
purchase Class A and/or Class B Common Stock (collectively, "Common Stock")
under the Amended ESPP. However, a participant will not be subject to tax upon
the receipt of an Option under the Amended ESPP or upon the purchase of shares
of Common Stock pursuant to the Option.

If the participant disposes of the shares acquired pursuant to an Option
more than two years following the date of grant of the Option and more than one
year following the date of exercise of the Option, then the amount realized upon
the disposition of the shares will be taxed as long-term capital gain; provided,
however, that upon such disposition (or in the event of the participant's death
while owning the shares) the employee will recognize as ordinary income (rather
than capital gain) an amount equal to the lesser of: (i) the difference between
the fair market value of the shares as of the date of grant of the Option and
the option price paid for the shares, or (ii) the difference between the fair
market value of such shares on the date as of which the shares were sold and the
option price paid for the shares.

If the participant disposes of the shares before the one-year and
two-year holding requirements are met, in the year of disposition he will
recognize ordinary income equal to the difference between (i) the fair market
value of the shares as of the date of exercise or the amount realized upon
disposition of the shares, whichever is less, and (ii) the option price paid for
the shares. Any additional amount realized upon disposition of the shares will
be taxed as either short-term or long-term capital gain, depending upon how long
the shares were held.

The Company will be entitled to a Federal income tax deduction with
respect to the Amended ESPP only if and when an employee disposes of Common
Stock before the one and two-year holding periods are met. The amount of this
deduction will equal the amount of ordinary income that the employee recognizes
in connection with such disposition.

BOARD RECOMMENDATION

Stockholders are being asked to approve and adopt the foregoing Amended
ESPP. The Board of Directors and the Compensation Committee of the Board of
Directors unanimously recommend that the Stockholders vote "FOR" approval and
adoption of the Company's Amended ESPP.

14
<PAGE>

REQUIRED VOTE

A "FOR" vote by a majority (more than 50%) of the shares of Class A
Common Stock present in person or represented by proxy at the Annual Meeting is
required for approval and adoption of this proposal. As such, abstentions and
broker and nominee non-votes will have the same effect as a vote "AGAINST" the
proposal.

PROPOSAL 3. APPROVAL AND ADOPTION OF AMENDED STOCK OPTION PLAN

In July 1992, the Company's Board of Directors and stockholders approved
the establishment of the 1992 Employee Incentive and Non-Qualified Stock Option
Plan (the "1992 Stock Option Plan"), pursuant to which officers and other key
employees of the Company can receive incentive stock options and non-qualified
options to purchase an aggregate of 300,000 shares of the Company's Common Stock
(since reclassified as Class A Common Stock).

Subsequent to the acquisition of the engine service operations of
Aviall, Inc. in June 1996, and the corresponding increase in the number of
employees, the Board of Directors deemed it advisable to increase the number of
shares authorized for distribution under the 1992 Stock Option Plan. At the same
time, the Board clarified that as a result of the Class B Common Stock Dividend
on May 8, 1996, all options granted prior to the date of distribution of the
stock dividend, option holders will receive one share of Class A Common Stock
and one share of Class B Common Stock for each option exercised. The Board
further determined that the plan should be amended to authorize the granting of
options of only the Company's non-voting Class B Common Stock after May 8, 1996.
As a result, on July 26, 1996 the Board of Directors incorporated appropriate
amendments into the 1992 Stock Option Plan (now the "Amended Option Plan"). The
Class A Common Stock and the Class B Common Stock are sometimes collectively
referred to in the Amended Option Plan and hereinafter as the "Stock" or the
"Common Stock".

DESCRIPTION OF PLAN

Under the Amended Option Plan, options (the "Stock Options") to purchase
Common Stock may be granted to officers or key employees of the Company (the
"Optionees"). A maximum of 584,125 shares of Common Stock may be issued and sold
under the Plan; provided, however, that the total number of shares of Class A
Common Stock issuable under the Plan may not exceed 184,375 and that the total
number of shares of Class B Common Stock issuable under the Plan may not exceed
399,750.

In order to adjust for the stock dividend declared by the Board of
Directors on April 18, 1996, upon the exercise of options under the Plan which
were granted PRIOR to May 9, 1996, and were outstanding on such date, one share
of Class A Common Stock and one share of Class B Common Stock will be issued for
each such option exercised. With respect to Stock Options granted on and
subsequent to May 9, 1996, Stock Options only will be granted to, and only will
entitle the holder thereof to, purchase shares of Class B Common Stock.

The Compensation Committee has full authority to interpret the Amended
Option Plan and any stock option agreements evidencing Stock Options granted
thereunder, to issue rules for administering the Amended Option Plan, to change,
alter, amend or rescind such rules, and to make all other determinations
necessary or appropriate for the administration of the Amended Option Plan.
Determinations, interpretations and constructions made by the Committee in
administering the Amended Option Plan are final and conclusive.

The Compensation Committee may, in its discretion, grant to a key
employee only Incentive Stock Options, only Non-qualified Stock Options, or a
combination of both, and each Stock Option granted will be clearly identified as
to its status. The Compensation Committee will determine the Option Exercise
Price at which each share of Common Stock may be purchased pursuant to an Stock
Option.

The exercise price for shares purchased upon the exercise of
Non-qualified Stock Options granted under the Amended Option Plan is determined
by the Compensation Committee at the time of the option grant. The exercise
price of an Incentive Stock Option granted under the Amended Option Plan must be
at least equal to 100% of the fair

15
<PAGE>

market value of the Common Stock on the date such option is granted (110% of the
fair market value for stockholders who, at the time the option is granted, own
more than 10% of the total combined classes of stock of the Company or any
subsidiary). No employees may be granted Incentive Stock Options in any year for
shares having a fair market value, determined as of the date of grant, in excess
of $100,000.

No Incentive Stock Option granted under the Amended Option Plan may have
a term of more than 10 years (5 years for 10% or greater stockholders). Stock
Options, whether incentive or non-qualified options, generally may be exercised
only if the option holder remains continuously associated with the Company or a
subsidiary from the date of grant to the date of exercise. However, options may
be exercised upon termination of employment or upon death or disability of an
employee within certain specified periods.

The Company may grant Non-qualified Stock Options with exercise prices
which are less than the fair market value of the Common Stock on the date of
grant. The Company does not intend to grant Non-qualified Stock Options at
exercise prices which are less than 85% of the fair market value of the Common
Stock on the date of grant.

The Board of Directors at any time may terminate the Amended Option Plan
or amend it from time to time in such respects as it deems desirable; provided,
however, that, without the further approval of the stockholders of the Company,
no amendment will increase the maximum aggregate number of shares of Common
Stock with respect to which Stock Options may be granted under the Amended
Option Plan, and no amendment will change the eligibility provisions of the
Amended Option Plan. Unless the Board of Directors acts to terminate it sooner,
the Amended Option Plan will terminate on, and no Stock Options will be granted
after August 14, 2002. The provisions of the Amended Option Plan, however, will
continue thereafter to govern all Stock Options previously granted, until the
exercise, expiration or cancellation of such Stock Options.

The number and kind of shares subject to, and the option price of,
outstanding Stock Options, and the number of shares of Common Stock remaining
available for issuance under the Amended Option Plan, may be appropriately
adjusted to reflect the impact of significant events involving the Company, such
as mergers, recapitalizations, stock splits, and the like.

FEDERAL TAX CONSEQUENCES

INCENTIVE STOCK OPTIONS

Incentive Stock Options granted to Optionees under the Amended Option
Plan are intended to be "incentive stock options" as defined in Section 422 of
the Internal Revenue Code of 1986 (the "Code"). If an Optionee who is granted an
Incentive Stock Option remains an employee of the Company or a subsidiary at all
times during the period beginning on the date of the granting of the Incentive
Stock Option and ending on the date which is three months before the date of
exercise of the Incentive Stock Option (or one year before the date of such
exercise in the case of an Optionee who has become disabled (as defined in the
Code)), the tax treatment of the Incentive Stock Option will be as described
below. If the Optionee does not meet the foregoing employment requirements, the
Stock Option will cease to be qualified as an Incentive Stock Option for federal
income tax purposes and will be subject to taxation as an Non-qualified Stock
Option (as described below). Under the provisions of Code Section 422, neither
the Optionee nor the Company will realize income, gain, deduction or loss upon
the grant or exercise of an Incentive Stock Option. An Optionee will be taxed
only when the stock acquired upon exercise of his Incentive Stock Option is sold
or otherwise disposed of in a taxable transaction. If, at the time of such sale
or disposition, the Optionee has held the shares for two years from the date the
option was granted and for one year from the date of transfer of the shares, the
Optionee will realize long-term capital gain or loss, as the case may be, based
upon the difference between his exercise price and the net proceeds of the sale.
However, if the Optionee disposes of the shares within either of such periods,
the Optionee will realize ordinary income on the date of such disposition in an
amount equal to the lesser of

(a) the gain realized on the sale or other disposition; or

16
<PAGE>

(b) the amount by which the fair market value of the shares on the
date of exercise exceeds the adjusted basis of such shares,
with any excess gain being capital gain. Such capital gain
will be short-term capital gain if such shares were held for
one year or less, or long-term capital gain if such shares
were held for more than one year on the date of sale or other
taxable disposition.

A sale or other disposition which results in the recognition of ordinary
income to the Optionee will also result in a corresponding income tax deduction
for the Company, subject to the general rules relating to reasonableness of
compensation and provided the Company complies with applicable reporting
requirements.

NON-QUALIFIED STOCK OPTIONS

The GRANT of a Non-qualified Stock Option under the Plan to an Optionee
will not result in taxable income to the Optionee or a deduction in computing
the Company's taxable income.

Upon EXERCISE of a Non-qualified Stock Option and provided that any
shares issued upon such exercise are either transferable or are not subject to a
substantial risk of forfeiture ("restricted stock"), the excess of the then
current fair market value of the shares acquired over the option price is (a)
taxable to the Optionee as ordinary income and (b) deductible in computing the
Company's taxable income, subject, in the case of deductibility, to general
rules relating to reasonableness of compensation and compliance with applicable
reporting requirements. The Optionee's tax basis for the shares will be the fair
market value thereof at the time of exercise.

The EXERCISE of a Non-qualified Stock Option (which has been held for at
least six months after the date the Non-qualified Stock Option was awarded) by
an Optionee subject to the provisions of Section 16(b) of the Exchange Act will
generally be a taxable event upon exercise absent some substantial risk of
forfeiture for the stock.

The Company may deduct a sufficient number of shares and/or cash
sufficient to pay any required federal, state, local and other withholding
taxes.

Upon the SALE of shares previously acquired by the exercise of a
Non-qualified Stock Option, any gain or loss realized will constitute long-term
capital gain or loss if the shares have been held for more than one year and
short-term capital gain or loss if the shares have been held for one year or
less on the date of sale or other taxable dispositions.

BOARD RECOMMENDATION

The Board of Directors and the Compensation Committee of the Board of
Directors unanimously recommend that the Stockholders vote "FOR" approval of the
Amended Option Plan.

REQUIRED VOTE

17
<PAGE>

PROPOSAL 4. APPROVAL AND ADOPTION OF INCENTIVE COMPENSATION
ARRANGEMENT WITH EUGENE P. CONESE AND EUGENE P. CONESE, JR.

In accordance with the employment agreements between the Company and
each of Eugene P. Conese and Eugene P. Conese, Jr., the Compensation Committee
of the Board of Directors (the "Committee"), has approved an incentive
compensation plan (the "Incentive Plan") pursuant to which the Committee would
pay bonuses to Eugene P. Conese and Eugene P. Conese, Jr., the Chairman of the
Board (the "Chairman"), and the President and Chief Operating Officer (the
"President"), respectively, for the fiscal years ending September 30, 1997,
1998, and 1999, if certain financial goals are reached by the Company. On the
advice of counsel, securing Stockholder approval of the Incentive Plan, even
though it has been adopted by the Committee, is required to assure that any
bonuses paid to the Chairman and the President may be deducted by the Company in
determining its liability for federal income tax purposes and, in the case of
certain states, for purposes of determining its state income tax liability.

The Committee cannot increase the annual limitation on bonuses under the
Incentive Plan to an amount greater than $2,000,000. If the Incentive Plan is
not approved by the Stockholders, then the Incentive Plan would not be
implemented and it is anticipated that the Board and/or Committee would need to
negotiate some other arrangement to compensate the Chairman and President
pursuant to their employment agreements.

BOARD RECOMMENDATION

The Board of Directors and the Compensation Committee of the Board of
Directors unanimously recommend that the Stockholders vote "FOR" approval of the
Incentive Plan.

REQUIRED VOTE

PROPOSAL 5. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors has selected Deloitte & Touche LLP to serve as
the independent public auditors for the Company for the fiscal year ending
September 30, 1997. The Board of Directors is submitting its selection of the
Company's auditors for ratification at the Annual Meeting in order to ascertain
the views of stockholders regarding such selection. If the selection is not
ratified, the Board of Directors will reconsider its selection and, if
practicable, retain another independent auditor. The Board of Directors reserves
the right to make any change in auditors at any time which it deems advisable or
necessary.

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<PAGE>

Representatives from the firm of Deloitte & Touche LLP are expected to
be present at the Annual Meeting and will have the opportunity to make a
statement if they so desire and will be available to respond to appropriate
questions.

BOARD RECOMMENDATION

The Board of Directors and the Finance and Audit Committee of the Board
of Directors unanimously recommend that the Stockholders vote "FOR" ratification
of the selection of Deloitte & Touche LLP as the Company's independent public
auditors for the fiscal year ending September 30, 1997.

REQUIRED VOTE

A "FOR" vote by a majority (more than 50%) of the shares of Class A
Common Stock present in person or represented by proxy at the Annual Meeting is
required for approval of this proposal. As such, abstentions and broker and
nominee non-votes will have the same effect as a vote "AGAINST" the proposal.

OTHER MATTERS

At the date hereof, there are no other matters management intends to
present or has reason to believe others will present at the 1997 Annual Meeting.
If other matters now unknown to management come before this meeting, those who
shall act as Proxies will vote in accordance with their own judgment.

STOCKHOLDERS' PROPOSALS FOR NEXT ANNUAL MEETING

Under certain circumstances, stockholders are entitled to present
proposals for consideration at Stockholder meetings. Any such proposals to be
presented at the 1998 Annual Meeting of Stockholders must be received in writing
by the Company no later than October 1, 1997 for inclusion in the Company's
proxy statement and form of proxy for such annual meeting. It is suggested that
such proposals be sent by Certified Mail, Return Receipt Requested.

By Order of the Board of Directors

/s/ MICHAEL A. BUCCI
----------------------------------
Michael A. Bucci
SECRETARY

January 27, 1997
Miami, Florida

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<PAGE>

GREENWICH AIR SERVICES, INC.
PROXY - ANNUAL MEETING OF STOCKHOLDERS
MARCH 21, 1997

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS IN CONNECTION WITH THE
ANNUAL MEETING OF STOCKHOLDERS OF GREENWICH AIR SERVICES, INC. TO BE HELD ON
MARCH 21, 1997. THE STOCKHOLDER HAS THE RIGHT TO APPOINT AS HIS PROXY A PERSON
(WHO NEED NOT BE A STOCKHOLDER) OTHER THAN ANY PERSON DESIGNATED ON THE REVERSE,
BY INSERTING THE NAME OF SUCH OTHER PERSON IN ANOTHER PROPER FORM OF PROXY.

The undersigned, a stockholder of Greenwich Air Services, Inc. (the
"Corporation"), hereby revoking any proxy hereinbefore given, does hereby
appoint Eugene P. Conese and Eugene P. Conese, Jr., or either of them, as his
proxy with full power of substitution, for and in the name of the undersigned to
attend the Annual Meeting of Stockholders to be held on March 21, 1997 at the
Hotel Sofitel, 5800 Blue Lagoon Drive, Miami, Florida, at 10:00 a.m., local
time, and at any adjournments thereof, and to vote upon other matters specified
in the notice of said meeting as set forth herein, and upon such other business
as may properly come before the meeting, all shares of stock of said Corporation
which the undersigned would be entitled to vote if personally present at the
meeting.
<TABLE>

1. ELECTION OF DIRECTORS

<S> <C> <C>
FOR ALL NOMINEES [ ] WITHHOLD ALL NOMINEES [ ] Election of the following proposed
For, except vote withheld from directors to hold office until the
the following nominee(s): next Annual Meeting of Stockholders
or until their successors shall be
elected and shall qualify:
Eugene P. Conese; Eugene P. Conese, Jr.;
Charles A. Gabriel; Allen J. Krowe;
_____________________________________________________________ Charles J. Simons; Chesterfield Smith

FOR AGAINST ABSTAIN

2. Approve the adoption of the Corporation's amended Employee Stock [ ] [ ] [ ]
Purchase Plan.

(Continued and to be signed on reverse side)
<PAGE>

FOR AGAINST ABSTAIN

3. Approve the adoption of the Corporation's amended Incentive Stock [ ] [ ] [ ]
Option Plan.

4. Approve the adoption of the Incentive Compensation Arrangement
between the Corporation [ ] [ ] [ ]
and both Eugene P. Conese and Eugene P. Conese, Jr.

5. Ratify the appointment of Deloitte & Touche LLP as independent
auditors for the Corporation [ ] [ ] [ ]
for the fiscal year ending September 30, 1997

6. IN THEIR DISCRETION THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY
PROPERLY BE BROUGHT BEFORE THE MEETING.

THIS PROXY WHEN PROPERLY EXECUTED WILL
BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS
GIVEN, SUCH SHARES WILL BE VOTED FOR ALL
PROPOSALS.

The Board of Directors requests that you fill in the
date and sign the Proxy and return it in the enclosed
envelope.

IF THE PROXY IS NOT DATED IN THE SPACE PROVIDED,
IT IS DEEMED TO BE DATED ON THE DAY ON WHICH IT WAS
MAILED BY THE CORPORATION.

SIGNATURE_________________________ DATE___________ SIGNATURE_____________________________DATE____________
Note:PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREIN. If signing as an
attorney, executor, administrator, trustee or guardian, indicate such
capacity. All joint tenants must sign. If a corporation, please sign in
full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
</TABLE>