-----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, ClJxH0infUuxydeLaESFitdoqCG360T1aIqDcMi0IgIUlcbT9un7C2ezwYwXxGM7 q339rYt55h5bt67Ro/8Rcw== 0000913355-97-000045.txt : 19970501 0000913355-97-000045.hdr.sgml : 19970501 ACCESSION NUMBER: 0000913355-97-000045 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970430 SROS: NASD 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: 97590756 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 AMENDMENT NO. 1 TO 1996 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended DECEMBER 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number 1-8306 AIR EXPRESS INTERNATIONAL CORPORATION -------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 36-2074327 -------- ---------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 120 TOKENEKE ROAD, DARIEN, CONNECTICUT 06820 -------------------------------------------- (Address of Principal executive offices, including zip code) (203) 655-7900 -------------- (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: TITLE OF CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED - -------------- ----------------------------------------- None Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, PAR VALUE $0.01 PER SHARE --------------------------------------- (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 statements 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 was as of April 23, 1997 was $704,401,650. The number of shares of Common Stock, par value $0.01 per share, outstanding as of April 23, 1977 was 22,841,011. DOCUMENTS INCORPORATED BY REFERENCE None. 1 INTRODUCTORY NOTE This Amendment No. 1 on Form 10-K/A of Air Express International Corporation (the "COMPANY") amends and restates in their entirety Items 10, 11, 12, 13 and 14 of the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "1996 FORM 10-K") to furnish information previously omitted therefrom pursuant to Paragraph G(3) of the General Instructions to Form 10-K and to revise the exhibits to the 1996 Form 10-K. 2 TABLE OF CONTENTS PART III. PAGE Item 10 - Directors and Executive Officers of the Registrant 3 Item 11 - Executive Compensation 6 Item 12 - Security Ownership of Certain Beneficial Owners and Management 11 Item 13 - Certain Relationships and Related Transactions 13 PART IV. Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K 13 3 PART III Item 10. Directors and Executive Officers of the Registrant (a) DIRECTORS OF THE REGISTRANT The following table sets forth information concerning the directors of the Company as of April 23, 1997.
Director Principal Occupation and Other Continuously Name Age Directorships Since - ---- --- ------------------------------ ------------ John M. Fowler 48 Executive Vice President and Chief 1985 Financial Officer, MoneyGram Payment Systems, Inc. since October 1996. Independent business consultant from July 1995 through October 1996. Executive Vice President of Travelers Group Inc. (formerly Primerica Corporation), New York, New York, 1991 through June 1995. Director of Transatlantic Holdings, Inc and MoneyGram Payment Systems, Inc. Hendrik J. Hartong, Jr. 58 Chairman of the Board of the 1985 Company since 1985 (Chief Executive Officer from 1985 to 1989); General partner since 1985 of Brynwood Management, since 1988 of Brynwood Management II and since 1996 of Brynwood Management III, entities that serve, respectively, as the managing general partner of Brynwood Partners Limited Partnership, Brynwood Partners II L.P. and Brynwood Partners III, L.P, private investment partnerships. Director of Hurco Companies, Inc. Donald J. Keller 65 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. 4 Director Principal Occupation and Other Continuously Name Age Directorships Since - ---- --- ------------------------------ ------------ Andrew L. Lewis IV 40 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 and Blue Shield of Philadelphia. Richard T. Niner 57 General Partner since 1985 of 1985 Brynwood Management and since 1988 of Brynwood Management II, 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., Case Pomeroy & Company, Inc. and Hurco Companies, Inc. John Radziwill 49 President of Radix Organization 1995 Inc. since 1976; President of Radix Ventures Inc. from 1979 until its acquisition by the Company in June 1995. Guenter Rohrmann 58 President and Chief Executive 1985 Officer of the Company since 1989 (President and Chief Operating Officer from 1985 to 1989). Noel E. Vargas 69 President of Luskcom Group Inc. 1996 since 1975 (President and Chief Executive Officer until its acquisition by the Company in April 1996).
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, Niner and Vargas) has the responsibility of meeting with the Company's independent public 5 accountants and internal auditors to review the plan, scope and results of the audit 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, Lewis and Radziwill) reviews and approves the compensation of officers, including the Chief Executive Officer, 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. The Nominating Committee will consider responsible recommendations by shareholders of candidates to be nominated as directors of the Company but does not intend to solicit such recommendations. All such recommendations must be in writing to the Nominating Committee addressed to the Secretary of the Company. By accepting a shareholder recommendation for consideration, the Nominating Committee does not undertake to adopt or take any other action concerning such recommendation or to give the shareholder its reasons for any action or inaction. During the year ended December 31, 1996, there were six meetings of the Board of Directors, two meetings of the Executive Committee, two meetings of the Audit Committee, one meeting of the Compensation and Stock Option Committee, and one meeting of the Nominating Committee. Each director attended more than 75% of the aggregate of the meetings of the Board of Directors and of the committees thereof on which he served. DIRECTOR COMPENSATION During 1996, each director who is not an officer of the Company received an annual fee of $16,000 for serving as a director ($8,000 in the case of Mr. Vargas, who was elected a director at the Annual Meeting of Shareholders in 1996) and $1,000 for each day of attendance at meetings of the Board of Directors or a committee thereof. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 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 beneficially 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 and to furnish copies of such reports to the Company. Based solely upon a review of the copies of the forms furnished to the Company and inquiry of the Company's directors and executive officers, the Company believes that all of its directors and executive officers, and all persons owning beneficially more than ten percent of the Company's Common 6 Stock, complied in a timely manner with all filing requirements applicable to them with respect to transactions during the year ended December 31, 1996. (b) EXECUTIVE OFFICERS OF THE REGISTRANT Reference is made to the information with respect to executive officers of the Company under the caption "Executive Officers of the Company" at the end of Part I of the 1996 Form 10-K Each executive 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 Shareholders of the Company after his or her election and until his or her successor is duly elected and has qualified or until his or her earlier death, resignation or removal. ITEM 11. EXECUTIVE COMPENSATION Annual compensation paid to executive officers of the Company consists solely of salary and bonus. Executive officers also receive an allowance of $6,000 per year to defray automobile expenses but do not receive any other perquisites. Long-term compensation has consisted solely of the grant of stock options although the Compensation and Stock Option Committee also has the power to grant stock appreciation rights under the Company's 1996 Incentive Stock Plan. SUMMARY COMPENSATION TABLE The following table sets forth the cash compensation, as well as certain other compensation, paid or accrued by the Company to the Chief Executive Officer and each of the four most highly compensated executive officers of the Company (other than the Chief Executive Officer) as of December 31, 1996, for their services in all capacities for each of the years in the three-year period ended December 31, 1996: 7
Long-Term Compensation ------------- Securities Annual Compensation(1) Underlying All Other Name and Principal -------------------------------------- Options Compensation Position Year Salary($) Bonus($) (# of Shares) ($)(2) - ------------------ ---- --------- -------- ------------- ------------ Guenter Rohrmann 1996 480,000 800,000 0 40,497 President and Chief 1995 450,000 650,000 75,000 9,000 Executive Officer 1994 420,000 500,000 27,000 9,000 Hendrik J. Hartong, Jr. 1996 260,000 325,000 0 11,099 Chairman of the Board 1995 260,000 325,000 50,000 9,000 1994 260,000 260,000 18,000 9,000 Robert J. O'Connell 1996 190,000 150,000 0 14,740 Senior Vice President 1995 180,000 110,000 15,000 9,000 1994 180,000 85,000 13,500 9,000 Dennis M. Dolan 1996 175,000 150,000 0 13,088 Vice President and Chief 1995 160,000 100,000 15,000 9,000 Financial Officer 1994 140,000 75,000 9,000 9,000 Giorgio Laccona 1996 155,000 150,000 0 12,488 Vice President, General 1995 140,000 75,000 15,000 9,000 Manager North America 1994 120,000 48,000 7,500 9,000
- ----------------- (1) Salary levels for each year are fixed at the beginning of the year. Bonuses for each year are determined following the end of the year. (2) Consists of contributions by the Company in the amount of $9,000 for each year for each named executive 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. In addition, the Company makes contributions under its Deferred Compensation Plan equal to 3% of the amounts deferred thereunder by the named executive officers. Contributions under the Deferred Compensation Plan for 1996 for Mr. Rohrmann, Mr. Hartong, Mr. O'Connell, Mr. Dolan and Mr. Laccona were $29,400, $0, $4,500, $3,750 and $3,150, respectively. A participant's interest in the Company's contributions to the 401(k) Retirement Plan and the Deferred Compensation Plan vests at the rate of 20% for each of the first five years of service and is fully vested thereafter. The balance in 1996 represents the dollar value of premiums paid by the Company with respect to term life insurance life insurance for the benefit of each of the named executive officers. 8 STOCK OPTION GRANTS IN 1996 No options were granted during 1996 to any of the executive officers named in the Summary Compensation Table. AGGREGATED OPTION EXERCISES IN 1996 AND OPTION VALUE AT DECEMBER 31, 1996 The following table sets forth, for each of the executive officers named in the Summary Compensation Table, information with respect to the exercise of stock options during 1996 and holdings of unexercised options at the end of the year:
NUMBER OF SHARES VALUE OF UNEXERCISED SHARES UNDERLYING UNEXERCISED IN-THE-MONEY ACQUIRED ON VALUE OPTIONS AT OPTIONS AT NAME EXERCISE (#) REALIZED ($) FISCAL YEAR END (#) FISCAL YEAR END ($)(1) - ---- ------------ ------------ --------------------------- ----------------------------- EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE ----------- ------------- ----------- ------------- Guenter Rohrmann 0 0 66,000 81,000 886,147 895,523 Hendrik J. Hartong, Jr. 0 0 44,000 54,000 590,765 597,015 Robert J. O'Connell 0 0 27,375 23,625 395,262 304,323 Dennis M. Dolan 0 0 19,500 19,500 274,132 234,758 Giorgio Laccona 0 0 15,938 17,812 273,947 224,953
__________________ (1) Based on the excess of (i) the aggregate market value (closing price on the NASDAQ National Market) of the underlying shares on December 31, 1996, over (ii) the aggregate exercise price of the options. 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 $525,000 in the case of Mr. Rohrmann and $260,000 in the case of Mr. Hartong. By its terms, each agreement will expire December 31, 1999. Each agreement 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 for the unexpired term of the agreement (but not less than two times the annual base salary). A "change of control" is defined in each agreement as (i) the acquisition by any person (which term includes any 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. 9 PERFORMANCE GRAPH The following Performance Graph compares the cumulative total shareholder return on the Company's Common Stock over the five years ended December 31, 1996, with the cumulative total return for the same period of (i) the Standard & Poor's 500 Stock Index and (ii) a peer group comprised of four publicly-held companies: Airborne Freight Corporation, Expediters International of Washington, Inc., The Harper Group, Inc., and Fritz Companies, Inc. In prior years, the Company included Intertrans Corporation, which was acquired by Fritz Companies, Inc. in 1995, in the peer group. The Company has substituted Fritz Companies, Inc. for Intertrans Corporation, since stock prices for Intertrans Corporation are no longer available. Dividend reinvestment has been assumed and, with respect to companies in the peer group, the returns of each company have been weighted to reflect its stock market capitalization relative to that of the other companies in the group. FIVE YEAR CUMULATIVE TOTAL RETURNS VALUE OF $100 INVESTED ON DECEMBER 31, 1991 [PERFORMANCE GRAPH] Measurement Period 1991 1992 1993 1994 1995 1996 Air Express International Corporation 100.00 202.09 149.23 227.82 263.59 373.40 Standard & Poor's 500 Stock Index 100.00 107.62 118.46 120.03 165.13 203.05 Peer Group 100.00 80.12 107.30 106.15 152.67 110.64 REPORT OF COMPENSATION AND STOCK OPTION COMMITTEE The Compensation and Stock Option Committee reviews and approves the annual compensation of the Company's executive officers, as well as the Company's policies and practices with respect to compensation of other management personnel. Compensation of executive officers consists primarily of base salary and discretionary bonus awards tied to performance and, where appropriate, the grant of stock options. Although the percentage of total compensation borne by each of these 10 components is not fixed, it is the view of the Committee that, in the case of the most senior officers, the discretionary bonus should represent a substantial percentage of total compensation and, indeed, a greater percentage than is the case with officers having more narrowly-defined responsibilities. In reviewing the compensation of the Company's executive officers (including the grant of stock options), the Committee considers (i) the levels of executive compensation paid by the Company's principal competitors in the air freight and air freight forwarding industry (including those publicly-held companies in the peer group shown in the Performance Graph above), to the extent reliable information with respect thereto is available, (ii) the Company's reported earnings, earnings per share and profit margin (operating income as a percentage of revenues), both in absolute terms as well as in relation to budget forecasts, results for prior years and competitors' results (where publicly available), (iii) the Company's return on equity and stock price performance relative to those of its publicly-held competitors and the market as a whole and (iv) the extent to which the Company has achieved or exceeded its goal for the year. No specific weight is accorded to any single factor and different factors may be accorded greater or lesser weight in particular years or for particular officers. Salary levels for each year are reviewed and fixed at the beginning of the year based primarily on the Company's performance during the preceding year and the general trends in executive salaries within the Company's industry. Cash bonuses are determined and paid shortly following the end of the year based primarily on the Company's performance, and that of its Common Stock, during the year, the extent to which the Company's goals for the year were met or exceeded and the success of management in addressing particular challenges that were presented during the year. In determining the cash bonuses to be paid for 1996 to the Company's senior executive officers, including the Chief Executive Officer, the Committee noted that the Company reported record revenues and earnings for the third year in a row and that this strong performance was reflected in continued appreciation in the market price of its Common Stock. In additon, the Committee observed that management continued to integrate successfully various operations that were acquired into the Company's logistics service and information network. Section 162(m) of the Internal Revenue Code generally limits (to $1,000,000 per covered executive) the deductibility of the annual compensation paid to a company's chief executive officer and each of its other four most highly compensated executive officers. That section and proposed regulations thereunder contain certain exclusions from the deductibility limitation, including compensation that is determined on the basis of performance goals as well as compensation attributable to the exercise of stock options and rights, under the plans that meet certain criteria and are approved by shareholders. The Company's 1996 Incentive Stock Plan has been designed to satisfy these criteria. Compensation attributable to the exercise of outstanding options previously granted under the Company's 1991 Incentive Stock Plan is also excludable from the deductibility limitation pursuant to certain transition rules under the Internal 11 Revenue Code. The Committee is continuing to review the Company's compensation practices for covered executives with a view to preserving the deductibility of their compensation to the maximum extent possible, taking all relevant factors into account, and will consider carefully the possible modification of any compensation arrangements that might be expected to result in any material loss of deductions. THE COMPENSATION AND STOCK OPTION COMMITTEE John M. Fowler, CHAIRMAN Donald J. Keller Andrew L. Lewis IV John Radziwill COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION No member of the Compensation and Stock Option Committee is an officer or employee of the Company or any of its subsidiaries or participates in any of the Company's management compensation plans or programs. No executive officer of the Company is a director or member of the compensation committee of any other entity of which any member of the Company's Compensation and Stock Option Committee is an officer or employee. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth as of April 23, 1997 (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 own beneficially more than 5% of the outstanding Common Stock of the Company, (ii) each executive officer of the Company named in the Summary Compensation Table under "Executive Compensation" in this Proxy Statement, (iii) each current director 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 Shares Owned Outstanding Beneficial Owner Beneficially (#) Shares (%)(1) - ---------------- ---------------- ------------- Wellington Management Company (2)...... 2,239,960 9.8 75 State Street Boston, Massachusetts 02109 FMR Corp. (3).......................... 1,481,725 6.5 82 Devonshire Street Boston, Massachusetts 02109 Hendrik J. Hartong, Jr. (4)............ 357,845 1.6 12 Percentage of Shares Owned Outstanding Beneficial Owner Beneficially (#) Shares (%)(1) - ---------------- ---------------- ------------- Guenter Rohrmann (5)................... 307,140 1.3 Robert J. O'Connell (6)................ 54,879 (11) Dennis M. Dolan (7).................... 70,340 (11) Giorgio Laccona (8).................... 29,185 (11) John M. Fowler......................... 30,000 (11) Donald J. Keller....................... 3,375 (11) Andrew L. Lewis IV..................... 9,905 (11) Richard T. Niner (9)................... 403,058 1.8 John Radziwill......................... 272,335 1.2 Noel E. Vargas (10).................... 334,589 1.5 All directors and executive officers as a group (consisting of 14 persons).. 1,969,851 8.6 - ----------------- (1) Shares issuable upon the exercise of stock options owned by that person which can be exercised within 60 days of April 23, 1997, 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 Wellington Management Company ("WELLINGTON"), at January 24, 1997, Wellington shared voting and dispositive power with respect to an aggregate of 2,239,960 shares owned by clients for whom it acts as an investment advisor. (3) Based on information set forth in a statement on Schedule 13G filed jointly by FMR Corp. ("FMR"), Edward C. Johnson 3d ("MR. JOHNSON"), Abigail P. Johnson ("MS. JOHNSON") and Fidelity Management & Research Company ("FIDELITY"), at February 14, 1997, FMR owned an aggregate of 1,481,725 shares. These shares include 1,357,200 shares beneficially owned by Fidelity in its capacity as investment advisor to various registered investment companies. Mr. Johnson, the Chairman of FMR, and FMR, through its control of Fidelity, each has sole power to dispose of the 1,357,200 shares owned by the investment companies. Neither Mr. Johnson nor FMR has the sole power to vote or direct the voting of such shares, since such shares are voted by Fidelity in accordance with written guidelines established by the boards of trustees of the investment companies. Fidelity Management Trust Company, a wholly-owned subsidiary of FMR ("FIDELITY MANAGEMENT"), is the beneficial owner of 124,525 shares as a result of its acting as investment manager of certain institutional accounts. Mr. Johnson and FMR, through control of Fidelity Management, each has sole voting and dispositive power over such 124,525 shares. (4) Includes 68,500 shares issuable upon the exercise of stock options. (5) Includes 102,750 shares issuable upon the exercise of stock options. (6) Includes 40,125 shares issuable upon the exercise of stock options. (7) Includes 29,250 shares issuable upon the exercise of stock options. (8) Includes 24,375 shares issuable upon the exercise of stock options. 13 (9) Includes 3,374 shares held in custodial accounts for the benefit of Mr. Niner's children. (10) Includes 111,880 shares held as trustee of the Vargas Family Trust for the benefit of Mr. Vargas and certain members of his family as to which Mr. Vargas has sole voting and dispositive power. (11) Less than 1%. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Company is not a party to any relationship or transaction required to be disclosed pursuant to Item 404 of Regulation S-K in this Amendment No. 1 to the 1996 Form 10-K. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) The following documents are filed as part of this report and appear on the pages indicated. (1) FINANCIAL STATEMENTS: Page in the 1996 Form 10-K Report of Independent Public Accountants F-1 Consolidated Balance Sheets as of December 31, 1996 and 1995. F-2 Consolidated Statements of Operations for the years ended December 31, 1996, 1995 and 1994 F-3 Consolidated Statements of Stockholders' Investment for the years ended December 31, 1996, 1995 and 1994 F-4 Consolidated Statements of Cash Flows for the years ended December 31, 1996, 1995 and 1994 F-5 Notes to the Consolidated Financial Statements F-6 (2) FINANCIAL STATEMENT SCHEDULES Schedule II - Valuation and Qualifying Accounts F-23 14 All other financial statement schedules are omitted because they are not applicable, not required, or because the required information is included in the Company's Consolidated Financial Statements or Notes thereto. (3) EXHIBITS EXHIBIT NO. DESCRIPTION 3 a Certificate of Incorporation, as amended through June 29, 1992 3 b The Bylaws, as amended through March 22, 1992 (incorporated herein by reference to Exhibit 3 to the Company's Current Report on Form 8-K filed March 22, 1992 (Commission File Number 1-8306)) 10 a Employment Agreement, effective January 1, 1986, between the Company and Hendrik J. Hartong, Jr. (incorporated herein by reference to Exhibit 10(iii) to the Company's Current Report on Form 8-K filed March 22, 1992 (Commission File Number 1-8306)) 10 b Employment Agreement, effective January 1, 1986, between the Company and Guenter Rohrmann (incorporated herein by reference to Exhibit 10(iv) to the Company's Current Report on Form 8-K filed March 22, 1992 (Commission File Number 1-8306)) 10 c Air Express International Corporation 1984 Employees' Stock Option Plan (incorporated herein by reference to the Company's Proxy Statement, dated July 18, 1994, furnished to stockholders in connection with the Annual Meeting of Stockholders held on August 9, 1984 (Commission File Number 1-8306)) 10 d Air Express International Corporation Employees' 1991 Incentive Stock Option Plan (incorporated herein by reference to the Company's Proxy Statement, dated May 17, 1991, furnished to stockholders in connection with the Annual Meeting of Stockholders held on June 20, 1991 (Commission File Number 1-8306)) 10 e Air Express International Corporation 1996 Incentive Stock Plan (incorporated herein by reference to the Company's Proxy Statement, dated May 17, 1996, furnished to stockholders in connection with the Annual Meeting of Stockholders held on June 20, 1996 (Commission File Number 1-8306)) 15 21 Subsidiaries of the Company (incorporated by reference to Exhibit 21 to the 1996 Form 10-K (Commission File Number 1-8306)) 23 Consent of Independent Public Accountants 27 Financial Data Schedule (incorporated by reference to Exhibit 27 to the 1996 Form 10-K (Commission File Number 1-8306)) 16 SIGNATURES(1) Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1943, the registrant has duly caused this amendment to its report to be signed on its behalf by the undersigned, thereunto duly authorized. Air Express International Corporation /s/ DANIEL J. McCAULEY By:---------------------------------- Daniel J. McCauley Vice President, Secretary and General Counsel Dated: April 30, 1997 - -------------------- (1) This amendment has been executed in the same manner as a Form 8 would have been executed prior to the rescission of Form 8. SEE, Part V.F.2. of Release 34-31905 (February 23, 1993). Exhibit Index EXHIBIT NO. DESCRIPTION 3 a Certificate of Incorporation, as amended through June 29, 1992 3 b The Bylaws, as amended through March 22, 1992 (incorporated herein by reference to Exhibit 3 to the Company's Current Report on Form 8-K filed March 22, 1992 (Commission File Number 1-8306)) 10 a Employment Agreement, effective January 1, 1986, between the Company and Hendrik J. Hartong, Jr. (incorporated herein by reference to Exhibit 10(iii) to the Company's Current Report on Form 8-K filed March 22, 1992 (Commission File Number 1-8306)) 10 b Employment Agreement, effective January 1, 1986, between the Company and Guenter Rohrmann (incorporated herein by reference to Exhibit 10(iv) to the Company's Current Report on Form 8-K filed March 22, 1992 (Commission File Number 1-8306)) 10 c Air Express International Corporation 1984 Employees' Stock Option Plan (incorporated herein by reference to the Company's Proxy Statement, dated July 18, 1994, furnished to stockholders in connection with the Annual Meeting of Stockholders held on August 9, 1984 (Commission File Number 1-8306)) 10 d Air Express International Corporation Employees' 1991 Incentive Stock Option Plan (incorporated herein by reference to the Company's Proxy Statement, dated May 17, 1991, furnished to stockholders in connection with the Annual Meeting of Stockholders held on June 20, 1991 (Commission File Number 1-8306)) 10 e Air Express International Corporation 1996 Incentive Stock Plan (incorporated herein by reference to the Company's Proxy Statement, dated May 17, 1996, furnished to stockholders in connection with the Annual Meeting of Stockholders held on June 20, 1996 (Commission File Number 1-8306)) 2 21 Subsidiaries of the Company (incorporated by reference to Exhibit 21 to the 1996 Form 10-K (Commission File Number 1-8306)) 23 Consent of Independent Public Accountants 27 Financial Data Schedule (incorporated by reference to Exhibit 27 to the 1996 Form 10-K (Commission File Number 1-8306)) EX-3.(I) 2 CERTIFICATE OF INCORPORATION, AS AMENDED CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION Air Express International Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the Board of Directors of Air Express International Corporation, by the unanimous vote of its members, duly adopted a resolution setting forth a proposed amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the shareholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows: RESOLVED, that a proposal shall be presented for vote by the shareholders of the corporation at the 1992 Annual Meeting on the Board of Directors' recommendation that the Company's Certificate of Incorporation be amended to provide for an increase in the number of shares of stock which the Company shall have authority to issue from eleven million (11,000,000) shares to forty-one million (41,000,000) shares of which forty million (40,000,000) shares shall be Common Stock with a par value of one cent ($.01) per share and one million (1,000,000) shares which shall be Preferred Stock with a par value of one dollar ($1.00) per share. SECOND: That thereafter, pursuant to the foregoing resolution of its Board of Directors, a meeting of the shareholders of said corporation was duly called and held on June 25, 1992 upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment to the Certificate of Incorporation. THIRD: That said amendment to the Certificate of Incorporation was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said Air Express International Corporation has caused this certificate to be signed by Dennis M. Dolan, its Vice President, and attested by Daniel J. McCauley, its Secretary, this 29th day of June, 1992. AIR EXPRESS INTERNATIONAL CORPORATION By:/s/ DENNIS M. DOLAN ------------------------ Dennis M. Dolan, Vice President ATTEST: By:/s/ DANIEL J. McCAULEY ----------------------- Daniel J. McCauley Secretary CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION Air Express International Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the Board of Directors of Air Express International Corporation, by the unanimous written consent of its members, filed with the minutes of the board, duly adopted resolutions setting forth a proposed amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows: RESOLVED, that the Certificate of Incorporation of this corporation be amended by adding Article Ninth thereof so that as amended, said Article shall be and read as follows: "No Director shall have any personal liability to the Company or its shareholders for any monetary damages for breach of fiduciary duty as a Director, except that this Article shall not eliminate or limit the liability of each Director (i) for any breach of such Director's duty of loyalty to the Company or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which such Director derived an improper personal benefit. This Article shall not eliminate or limit the liability of such Director for any act or omission occurring prior to the date when this Article becomes effective." SECOND: That thereafter, pursuant to resolution of its Board of Directors, a meeting of the shareholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said Air Express International Corporation has caused this certificate to be signed by Walter L. McMaster, its Vice President, and attested by David L. Dephtereos, its Secretary, this 30th day of June, 1987. AIR EXPRESS INTERNATIONAL CORPORATION By:/S/ WALTER L. MCMASTER ------------------------------ Walter L. McMaster Vice President ATTEST: By:/S/ DAVID L. DEPHTEREOS --------------------------- David L. Dephtereos Secretary -2- CERTIFICATE OF MERGER OF AIR EXPRESS INTERNATIONAL CORPORATION AND AIR EXPRESS INTERNATIONAL MERGING CORPORATION (Pursuant to Section 252(c) of the General Corporation Law of the State of Delaware) AIR EXPRESS INTERNATIONAL CORPORATION, a corporation organized and existing under the laws of the State of Illinois and AIR EXPRESS INTERNATIONAL MERGING CORPORATION, a corporation organized and existing under the laws of the State of Delaware, DO HEREBY CERTIFY: FIRST: That Air Express International Corporation was incorporated on September 21, 1946, pursuant to the Business Corporation Act of the State of Illinois (AEI-Illinois) and Air Express International Merging Corporation was incorporated on October 2, 1981, pursuant to the General Corporation Law of the State of Delaware (AEI-Delaware). SECOND: Pursuant to the requirements of Section 252(c) of the Delaware General Corporation Law and Section 69a of the Illinois Business Corporation Act, an agreement of merger (the "Agreement of Merger") between AEI-Illinois and AEI-Delaware has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations. THIRD: The name of the surviving corporation shall be AIR EXPRESS INTERNATIONAL MERGING CORPORATION, which shall change its name to AIR EXPRESS INTERNATIONAL CORPORATION effective upon filing of the Certificate of Merger. FOURTH: The Certificate of Incorporation of the surviving corporation shall be the Certificate of Incorporation of AIR EXPRESS INTERNATIONAL MERGING CORPORATION with no amendments or changes other than the change of name set forth in Article THIRD hereof. FIFTH: The executed Agreement of Merger is on file at the principal place of business of AEI-Delaware, the surviving corporation, at 151 Harvard Avenue, Stamford, Connecticut 06902. SIXTH: A copy of the Agreement of Merger was provided to each stockholder of AEI-Illinois as Annex I to the Proxy Statement of AEI- Illinois dated October 21, 1981 which was mailed to each stockholder of record on October 22, 1981 and an additional copy will be provided without charge to any stockholder of either constituent corporation who so requests. SEVENTH: The authorized Capital Stock of AEI-Illinois is 5,000,000 shares of Common Stock, par value $.01 per share, and 10,000 shares of $6.00 cumulative convertible preferred stock, par value $1.00 per share. -2- EIGHTH: The Merger shall be effective on the 31st day of December, 1981. IN WITNESS WHEREOF, we have signed this certificate on the 23rd day of December, 1981. AIR EXPRESS INTERNATIONAL CORPORATION, an Illinois ATTEST: corporation /S/ MARTIN HOFFENBERG By:/S/ JOSEPH N. BERG - ----------------------- ----------------------------------- Secretary President AIR EXPRESS INTERNATIONAL MERGING CORPORATION, a Delaware ATTEST: corporation /S/ MARTIN HOFFENBERG By:/S/ JOSEPH N. BERG - ----------------------- ----------------------------------- Secretary President -3- CERTIFICATE OF INCORPORATION OF AIR EXPRESS INTERNATIONAL MERGING CORPORATION The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the "General Corporation Law of the State of Delaware") hereby certifies that: FIRST: The name of this corporation (hereinafter called the "corporation") is Air Express International Merging Corporation. SECOND: The address, including street, number, city and county, of the registered office of the corporation in the State of Delaware is 100 West Tenth Street, City of Wilmington, County of New Castle (zip code 19801); and the name of the registered agent of the corporation in the State of Delaware at such address is The Corporation Trust Company. THIRD: The nature of the business and of the purposes to be conducted and promoted by the corporation are to conduct any lawful business, to promote any lawful purpose, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of stock which the corporation shall have authority to issue is Eleven Million (11,000,000) shares, 10,000,000 of which shall be Common Stock of the par value of $.01 per share and 1,000,000 of which shall be Preferred Stock of the par value of $1.00 per share. The designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions of each class of stock, are as follows: 1. The Preferred Stock may be issued in one or more series and may be with such voting powers, full or limited, or without voting powers, and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be fixed by the Board of Directors pursuant to authority hereby expressly granted to it, and as shall be stated and expressed in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors pursuant to authority expressly vested in it by these provisions. 2. Any Preferred Stock or series thereof may be made subject to redemption at such time or times and at such price or prices as shall be stated and expressed in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors as hereinabove provided. 3. The holders of Preferred Stock or of any series thereof shall be entitled to receive dividends at such rates, on such conditions and at such times as shall be stated and expressed in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors as hereinabove provided, payable in preference to, or in such relation to, the dividends payable on any other class or classes of stock, and cumulative or non-cumulative as shall be so stated and expressed. 4. The holders of Preferred Stock or of any class or of any series thereof, shall be entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the corporation as shall be stated and expressed in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors as hereinabove provided. 5. Any Preferred Stock of any class or of any series thereof may be made convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or of any other class or classes of stock of the corporation, at such price or prices or at such rates of exchange and with such adjustments as shall be stated and expressed or provided for in the resolution or resolutions -2- providing for the issue of such stock adopted by the Board of Directors as hereinabove provided. 6. Except as otherwise by statute or by the resolutions providing for the issue of Preferred Stock specifically provided, the Preferred Stock shall have no voting power, and the Common Stock shall have the sole right and power to vote on all matters on which a vote of stockholders is to be taken. Each holder of Common Stock of the Corporation entitled to vote shall have one vote for each share thereof held. 7. Any other preferences, rights, restrictions, including restrictions on transferability, and qualifications of shares of such class or series, not inconsistent with law and this Certificate shall be as stated and expressed in the resolutions or resolutions providing for the issue of such stock adopted by the Board of Directors as hereinabove provided. FIFTH: The name and mailing address of the incorporator are as follows: Lois M. Novotny, Stroock & Stroock & Lavan, 61 Broadway, New York, New York 10006. SIXTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors of class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or -3- arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation. SEVENTH: The original By-Laws of the corporation shall be adopted by the incorporator. Thereafter, the power to make, alter, or repeal the By-Laws, and to adopt any new By-Law, shall be vested in the Board of Directors. EIGHTH: The corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, or by any successor thereto, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. Such right to indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The indemnification provided for herein shall not be deemed -4- exclusive of any other rights to which those seeking indemnification may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise. Executed at New York, New York on October 1, 1981. /S/ LOIS M. NOVOTNY ------------------------------------ Lois M. Novotny, Incorporator -5- EX-23 3 CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorportion of our report included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996 into the Company's previously filed Registration Statement File Nos. 33-10674, 33-10799, 33-56114, 33-6303 and 333-6999. ARTHUR ANDERSEN LLP New York, New York April 30, 1997 -----END PRIVACY-ENHANCED MESSAGE-----