-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UCi9ZR/JbA3avTPln2HySJNAXEmGMmQkxmoOOXysq1XXrjaMYcGMZerTkVCX9wVY iylYSBRuZfwAbb2pgF4JAg== 0000909518-96-000115.txt : 19960429 0000909518-96-000115.hdr.sgml : 19960429 ACCESSION NUMBER: 0000909518-96-000115 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960426 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIR EXPRESS INTERNATIONAL CORP /DE/ CENTRAL INDEX KEY: 0000700674 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 362074327 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-08306 FILM NUMBER: 96551247 BUSINESS ADDRESS: STREET 1: 120 TOKENEKE RD PO BOX 1231 CITY: DARIEN STATE: CT ZIP: 06820 BUSINESS PHONE: 2036557900 MAIL ADDRESS: STREET 1: 120 TOKENEKE RD STREET 2: P O BOX 1231 CITY: DARIEN STATE: CT ZIP: 06820 10-K405/A 1 FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- FORM 10-K/A ------------- Amendment No. 1 [x] AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995 or [_] AMENDMENT TO TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission file number: 1-8306 ------ AIR EXPRESS INTERNATIONAL CORPORATION - --------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 36-2074327 - ------------------------------------- ----------------------------------- (State or Other Jurisdiction of (I.R.S. Employer Identification Incorporation or Organization) No.) 120 Tokeneke Road Darien, Connecticut 06820 (203) 655-7900 - --------------------------------------------------------------------------- (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class on Which Registered - ----------------------------------- ----------------------------------- Convertible Subordinated Debentures American Stock Exchange Due 2003 Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01 par value - --------------------------------------------------------------------------- (Title of Class) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that 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 registrant's knowledge, in definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [x]. The aggregate market value of the voting stock held by non-affiliates of the Registrant as of April 22, 1996 was $426,977,920. The number of shares of common stock outstanding as of April 22, 1996 was 18,559,156. INTRODUCTORY NOTE ----------------- This Amendment on Form 10-K/A amends and restates in their entirety Items 10, 11, 12 and 13 of the Annual Report on Form 10-K of Air Express International Corporation (the "Company") for the fiscal year ended December 31, 1995 to furnish information previously omitted therefrom pursuant to Paragraph G(3) of the General Instructions to Form 10-K. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. -------------------------------------------------- (a) DIRECTORS OF THE REGISTRANT --------------------------- The following table sets forth certain information concerning the directors of the Company as of April 22, 1996:
Director Principal Occupation Continuously Name Age and Other Directorships Since ---- --- ----------------------- ------------ Hendrik J. Hartong, Jr. 57 Chairman of the Company since 1985 1985 (Chief Executive Officer from 1985 to 1989); General Partner since 1985 of Brynwood Management and since 1988 of Brynwood Management II L.P., entities that serve, respectively, as managing general partner of Brynwood Partners Limited Partnership and Brynwood Partners II L.P., private investment partnerships. Director of Hurco Companies, Inc. Guenter Rohrmann 57 President and Chief Executive 1985 Officer of the Company since 1989 (President and Chief Operating Officer from 1985 to 1989). John M. Fowler 47 Independent business consultant 1985 since July 1995; Executive Vice President of Travelers Group Inc. (formerly Primerica Corporation), New York, New York, 1991 through June 1995. Director of Transatlantic Holdings, Inc. Donald J. Keller 64 Chairman of the Board of Prestone 1990 Products Corporation since January 1995; Chairman of the Board of B. Manischewitz Company since March 1993 (President, Co-Chief Executive Officer and a director from May 1992 to March 1993); consultant and private investor from 1989 to May 1992. Director of Sysco Corporation. Director Principal Occupation Continuously Name Age and Other Directorships Since ---- --- ----------------------- ------------ Andrew L. Lewis IV 39 President, KRR Partners L.P., a 1986 private investment partnership, since July 1993; independent business consultant from July 1990 to March 1993; Chief Executive Officer of Environmental Management Services, an environmental consulting firm, from 1988 to 1990. Director of Hurco Companies, Inc. and Independence Blue Cross of Philadelphia. Richard T. Niner 57 General Partner since 1985 of 1985 Brynwood Management and since 1988 of Brynwood Management II L.P., entities that serve, respectively, as managing general partner of Brynwood Partners Limited Partnership and Brynwood Partners II L.P., private investment partnerships. Director of Arrow International, Inc., Wiltek, Inc., and Hurco Companies, Inc. John Radziwill 48 President, Radix Organization Inc. 1995 since 1976; President, Radix Ventures Inc. from 1979 until June 1995.
COMMITTEES OF THE BOARD OF DIRECTORS The Board of Directors has an Executive Committee, an Audit Committee, a Compensation and Stock Option Committee and a Nominating Committee. The Executive Committee (consisting of Messrs. Hartong, Niner and Rohrmann) has all of the powers of the Board of Directors between meetings of the Board, subject to Delaware law. The Audit Committee (consisting of Messrs. Lewis, Keller and Niner) has the responsibility of meeting with the Company's independent accountants and internal auditors to review the plan, scope and results of the audits of the Company's annual financial statements and the recommendations of the independent accountants regarding the Company's internal accounting systems and controls. The Committee also recommends the appointment of the independent accountants for the ensuing year. The Compensation and Stock Option Committee (consisting of Messrs. Fowler, Keller and Lewis) reviews and approves the compensation of officers, including the Chief Executive Officer, reviews and approves the Company's incentive compensation plans and administers the Company's stock option plans. The Nominating Committee (consisting of Messrs. Fowler, Hartong, Niner and Rohrmann) screens and selects candidates to stand for election as directors of the Company. During the fiscal year ended December 31, 1995, there were five meetings of the Board of Directors, one meeting of the Executive Committee, three meetings of the Audit Committee, two meetings of the Compensation and Stock Option Committee and one meeting of the Nominating Committee. Each director attended more than 75% of the meetings of the Board of Directors and of each committee thereof on which he served. COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that the Company's directors and executive officers, and each person who owns more than ten percent of the Company's Common Stock, file with the Securities and Exchange Commission an initial report of beneficial ownership and subsequent reports of changes in beneficial ownership of the Company's Common Stock. To the Company's knowledge, all reports required to be so filed by such persons have been filed on a timely basis. The Company believes that all of its directors and executive officers, and those persons who beneficially owned more than ten percent of the Company's Common Stock, complied with all filing requirements applicable to them with respect to transactions during the fiscal year ended December 31, 1995. DIRECTOR COMPENSATION Each director who is not an officer of the Company receives a fee of $16,000 per year and $1,000 for each day of attendance at meetings of the Board of Directors or any committee thereof. Each director of the Company holds office for a term expiring at the next annual meeting of shareholders following his election and until his successor is duly elected and qualified. (b) EXECUTIVE OFFICERS OF THE REGISTRANT ------------------------------------ Reference is made to the information with respect to executive officers of the Company set forth in Part I of this Annual Report on Form 10-K immediately following Item 4 - Submission of Matters to a Vote of Security Holders. Each officer of the Company holds office for a term expiring at the first meeting of the Board of Directors of the Company following the Annual Meeting of the Company's shareholders and until his successor is duly elected and has qualified. ITEM 11. EXECUTIVE COMPENSATION. ---------------------- Annual compensation paid to executive officers of the Company consists solely of salary and bonus. Officers also receive an allowance of $6,000 per year to defray automobile expenses but do not receive any other perquisites. Long-term compensation consists solely of the grant of stock options. SUMMARY COMPENSATION TABLE The following table sets forth the cash compensation, as well as certain other compensation, paid or accrued by the Company to the Chief Executive Officer and each of the four most highly compensated executive officers of the Company other than the Chief Executive Officer for their services in all capacities for each of the years in the three-year period ended December 31, 1995.
Annual Long-Term All other ------ Compen- Compen- Compensation(1) sation sation($)(2) --------------- -------- ------------ Securities Underlying Name and Principal Options (# of Position Year Salary($) Bonus($) Shares) ------------------ ---- --------- -------- ------------ Guenter Rohrmann - 1995 450,000 650,000 75,000 9,000 President and 1994 420,000 500,000 27,000 9,000 Chief Executive 1993 400,000 315,000 45,000 14,150 Officer Hendrik J. Hartong, Jr. - 1995 260,000 325,000 50,000 9,000 Chairman of 1994 260,000 260,000 18,000 9,000 the Board 1993 250,000 202,500 30,000 14,150 Robert J. O'Connell - 1995 180,000 110,000 15,000 9,000 Vice President-General 1994 180,000 85,000 13,500 9,000 Manager-North America 1993 170,000 50,000 22,500 13,725 Dennis M. Dolan - 1995 160,000 100,000 15,000 9,000 Vice President - Chief 1994 140,000 75,000 9,000 9,000 Financial Officer 1993 130,000 31,000 15,000 10,800 Daniel J. McCauley - 1995 135,000 50,000 10,000 6,227 Vice President, 1994 125,000 40,000 4,500 8,310 General Counsel 1993 120,000 13,500 7,500 7,956 and Secretary ____________________ (1) Salary levels for each year are fixed at the beginning of the year. Bonuses for each year are determined shortly following the end of the year. (2) Consists of contributions by the Company to its 401(k) Retirement Plan, which covers substantially all U.S.-based employees who are not covered by a collective bargaining agreement. The Company contributes (i) a sum equal to 3% of the salary of each eligible employee and (ii) a further sum, not exceeding 3% of the employee's salary, equal to the amount, if any, contributed by the employee, subject to certain limitations imposed by the Internal Revenue Code. A participant's interest in the Company's contributions to the plan vests at the rate of 20% for each of the first five years of service and is fully vested thereafter.
STOCK OPTION GRANTS IN 1994 The following table sets forth information with respect to the grant of stock options during 1995 to the executive officers named in the Summary Compensation Table.
Individual Grants ------------------------------------------------------------------------------- Percent of Potential Realizable Value Total Options at Assumed Annual Rates of Options Granted to Exercise Stock Price Appreciation Granted Employees Price per Expiration for Name (# of Shs.) in 1995(2) Share($)(1) Date Option Term($)(3) ----------------------- ----------- ---------- ----------- ------ ------------------- 5% 10% --------- ----------- Guenter Rohrmann 75,000 9.7% 23.75 6/23/00 491,625 1,088,344 Hendrik J. Hartong, Jr. 50,000 6.4% 23.75 6/23/00 327,750 725,563 Robert J. O'Connell 15,000 1.9% 23.75 6/23/00 98,325 217,669 Dennis M. Dolan 15,000 1.9% 23.75 6/23/00 98,325 217,669 Daniel J. McCauley 10,000 1.2% 23.75 6/23/00 65,550 145,113 ------------------------- (1) All options were granted at an exercise price equal to the market value on the date of grant. (2) Options with respect to a total of 775,500 shares were granted to employees in 1995. (3) Represents the potential appreciation of the options over their stated term of five-years, based upon assumed compounded rates of appreciation of 5% per year (equivalent to 27.6%) and 10% per year (equivalent to 61.1%). The amounts set forth in these columns are not intended as forecasts of future appreciation, which is dependent upon the actual increase, if any, in the market price of the underlying shares, and there is no assurance that the amounts of appreciation shown in the table actually will be realized.
AGGREGATE OPTION EXERCISES IN 1995 AND OPTION VALUES AT DECEMBER 31, 1995 The following table sets forth for each of the individuals named in the Summary Compensation Table, information with respect to the exercise of stock options during 1994 and holdings of unexercised options at the end of the year.
Shares Acquired Shares Subject Value of Unexercised on Value To Unexercised In-the-Money Name Exercise(#) Realized($)(1) Options at Year-End(#) Options at Year-End($)(1) ---- ----------- -------------- ------------------------ --------------------------- Exercisable Unexercisable Exercisable Unexercisable ----------- ------------- ----------- -------------- Guenter Rohrmann . . . . 101,250 1,875,150 29,250 117,750 170,168 308,003 Hendrik J. Hartong, Jr. . - - 19,500 78,500 113,445 205,335 Robert J. O'Connell . . . - - 14,625 36,375 85,084 154,001 Dennis M. Dolan . . . . . 16,875 315,563 9,750 29,250 56,723 102,668 Daniel J. McCauley . . . - - 21,750 17,125 294,649 51,334 _____________________ (1) Based on the excess of (i) the aggregate market value (closing price on the NASDAQ National Market) on December 29, 1995 over (ii) the aggregate exercise price.
EMPLOYMENT CONTRACTS AND CHANGE-OF-CONTROL ARRANGEMENTS The Company is party to an employment agreement with each of Messrs. Rohrmann and Hartong that provides for an annual base salary and such annual bonus and incentive compensation as the Board of Directors may determine. The base salary is subject to review annually and currently is $480,000 in the case of Mr. Rohrmann and $260,000 in the case of Mr. Hartong. By its terms, each agreement will expire December 31, 1998, but the expiration date will be automatically extended to December 31, 1999 unless the Board of Directors elects, within sixty days after January 1, 1997, to terminate the agreement and to pay in a lump sum the balance of the base salary due thereunder through December 31, 1998. Each agreement further provides that in event of a change of control (as defined below), either party may terminate the executive's employment at any time, and upon such termination, the Company would be required to pay in a lump sum the balance of the base salary due through the unexpired term of the agreement (but not less than two times the annual base salary). A "change of control" is currently defined in each agreement as (i) the acquisition by any person, entity or group of shares of the Company's Common Stock representing more than 40% of the shares outstanding or (ii) the sale or other disposition by the Company of all or substantially all of its assets. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND --------------------------------------------------- MANAGEMENT. ---------- The following table sets forth as of April 22, 1996 (except as otherwise noted) information with respect to the beneficial ownership of the Company's Common Stock by (i) each person known by the Company to beneficially own more than five percent of the outstanding Common Stock of the Company, (ii) each executive officer of the Company named in the Summary Compensation Table, (iii) each director of the Company and (iv) all directors and executive officers of the Company as a group. Unless otherwise indicated in the footnotes to this table, beneficial ownership of shares represents sole voting and investment power with respect to those shares:
Percentage of Name and Address Shares Owned Outstanding of Beneficial Owner Beneficially(#) Shares(%)(1) ------------------- --------------- ------------- Neuberger & Berman (2) . . . . . . . . 961,885 5.2 605 Third Avenue New York, New York 10158 Quest Advisory Corp. (3) . . . . . . . 1,029,336 5.5 1414 Avenue of the Americas New York, New York 10019 Wellington Management Company (4) . . . 2,107,950 11.3 75 State Street Boston, Massachusetts 02109 Hendrik J. Hartong, Jr. (5) . . . . . . 1,097,588 5.9 Guenter Rohrmann (6) . . . . . . . . . 301,641 1.6 Robert J. O'Connell (7) . . . . . . . . 38,379 (11) Dennis M. Dolan (8) . . . . . . . . . . 56,400 (11) Daniel J. McCauley (9) . . . . . . . . 24,750 (11) John M. Fowler . . . . . . . . . . . . 30,000 (11) Donald J. Keller . . . . . . . . . . . 3,375 (11) Andrew L. Lewis IV . . . . . . . . . . 3,500 (11) Richard T. Niner (10) . . . . . . . . . 1,061,077 5.7 John Radziwill . . . . . . . . . . . . 272,335 1.5 All directors and executive officers as a group (consisting of 13 persons) . . . . . . . . . . . . 2,252,375 12.1 ------------------------------ (1) Shares issuable to any person upon the conversion of outstanding 6% Convertible Subordinated Debentures Due 2003 (the "Debentures") owned by that person, as well as shares issuable upon the exercise of presently exercisable stock options owned by that person, are deemed outstanding for the purpose of computing the number and percentage of outstanding shares owned by that person (and any group that includes that person) but are not deemed outstanding for the purpose of computing the percentage of outstanding shares owned by any other person. (2) Based on information set forth in a statement on Schedule 13G filed by Neuberger & Berman ("N&B"), at December 31, 1995 N&B owned an aggregate of 961,885 shares on behalf of clients for whom it acts as an investment advisor. In addition, at that date partners of N&M owned in their personal accounts an aggregate of 9,300 shares, as to which N&B disclaims beneficial ownership. (footnotes continue on following page) (footnotes continued) --------------------- (3) Based on information set forth in a statement on Schedule 13G filed jointly by Quest Advisory Corp. ("Quest"), Quest Management Company ("QMC") and Charles M. Royce, at December 31, 1995 Quest owned an aggregate of 1,000,686 shares and its affiliate QMC owned an aggregate of 28,650 shares, in each case on behalf of clients for whom it acts as an investment advisor. Mr. Royce may be deemed to be a controlling person of Quest and QMC and, as such, may be deemed to beneficially own the shares held by Quest and QMC, respectively. (4) Based on information set forth in Schedule 13G filed by Wellington Management Company ("Wellington"), at December 31, 1995 Wellington shared voting and dispositive power with respect to an aggregate of 2,107,950 shares owned by clients for whom it acts as an investment advisor. (5) Includes 31,500 shares issuable upon the exercise of presently exercisable stock options, 2,203 shares issuable upon the conversion of $50,000 principal amount of Debentures owned by Mr. Hartong and 17,724 shares held in custodial accounts for the benefit of Mr. Hartong's children. Also includes 712,462 shares owned by Brynwood Partners II L.P., a private investment partnership. Mr. Hartong is a general partner of Brynwood Management II L.P., a limited partnership that serves as the general partner of Brynwood Partners II L.P. (6) Includes 47,250 shares issuable upon the exercise of presently exercisable stock options and 1,982 shares issuable upon the conversion of $45,000 principal amount of Debentures owned by Mr. Rohrmann. (7) Includes 23,625 shares issuable upon the exercise of presently exercisable stock options and 44 shares issuable upon the conversion of a Debenture, in the principal amount of $1,000, owned by Mr. O'Connell. (8) Includes 15,750 shares issuable upon the exercise of presently exercisable stock options and 440 shares issuable upon the conversion of $10,000 principal amount of Debentures owned by Mr. Dolan. (9) Consists of 24,750 shares issuable upon the exercise of presently exercisable stock options. (10) Includes 3,375 shares held in custodial accounts for the benefit of Mr. Niner's children. Also includes 712,462 shares owned by Brynwood Partners II L.P. Mr. Niner is a general partner of Brynwood Management II L.P., which serves as the general partner of Brynwood Partners II L.P. (11) Less than 1%.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. ---------------------------------------------- During 1995, the Company paid to (a) Brynwood Management, a partnership of which Messrs. Hartong and Niner are general partners, $15,000 for investment banking and related services and (b) Mr. Niner $60,000 for financial advisory services. SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to its Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. AIR EXPRESS INTERNATIONAL CORPORATION Registrant By:/s/ Daniel J. McCauley ---------------------------------------- Daniel J. McCauley, Vice President, Secretary and General Counsel Dated: April 26, 1996 NYFS03...:\16\12316\0001\27\FRM4246L.250 -----END PRIVACY-ENHANCED MESSAGE-----