-----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, R5hJ//anklOMWEW3jQ0LYBweSy2Cs+IcsnzYIWv5+vhnZXrzGp0mul0l05OU4J6g XgzCPj+V6OCvkcxq+AtFsQ== 0000913355-99-000057.txt : 19990430 0000913355-99-000057.hdr.sgml : 19990430 ACCESSION NUMBER: 0000913355-99-000057 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990429 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: 99604720 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 NUMBER 1 TO 10K DATED 3/31/99 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, 1998 ----------------- 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, 1999 was $767,969,862. The number of shares of Common Stock, par value $0.01 per share, outstanding as of April 23, 1999 was 33,389,994. DOCUMENTS INCORPORATED BY REFERENCE None. 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 and 13 of the Company's Annual Report on Form 10-K for the year ended December 31, 1998 (the "1998 Form 10-K") to furnish information previously omitted therefrom pursuant to Paragraph G(3) of the General Instructions to 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 12 Item 13 - Certain Relationships and Related Transactions 14 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, 1998. Director Principal Occupation and Other Continuously Name Age Directorships Since - -------------------- --- ----------------------------------- ------------ John M. Fowler 50 Independent business consultant 1985 since August 1998. Executive Vice President and Chief Financial Officer, MoneyGram Payment Systems, Inc., October 1996 through August 1998. 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, 60 Chairman of the Board of the 1985 Company since 1985 (Chief Executive Officer from 1985 to 1989); Since 1988 General Partner of Brynwood Partners II L.P. and since 1996 General Partner of Brynwood Partners III, L.P., private investment partnerships. Director of Hurco Companies, Inc. and Lincoln Snacks Company. Donald J. Keller 67 Chairman of the Board of Vlasic 1990 Foods International, Inc. since March 1998; Chairman of the Board of Prestone Products Corporation from January 1995 through June 1997. Chairman of the Board of B. Manischewitz Company from March 1993 until May 1998 (President, Co-Chief Executive Officer and a director from May 1992 to March 1993). Director of Dan River Inc. 4 Director Principal Occupation and Other Continuously Name Age Directorships Since - -------------------- --- ----------------------------------- ------------ Andrew L. Lewis IV 42 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 59 General Partner since 1988 of 1985 Brynwood Partners II L.P., and General Partner of Wind River Associates LP., private investment partnerships. Director of Arrow International, Inc., Case Pomeroy & Company, Inc. and Hurco Companies, Inc. John Radziwill 51 Private investor since August 1997. 1995 President of Radix Organization Inc. from July 1976 until August 1997; President of Radix Ventures Inc. from 1979 until its acquisition by the Company in June 1995. Guenter Rohrmann 60 President and Chief Executive 1985 Officer of the Company since 1989. Noel E. Vargas 71 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 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 5 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, 1998, there were seven meetings of the Board of Directors, three meetings of the Executive Committee, two 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 aggregate of the meetings of the Board of Directors and of the committees thereof on which he served. DIRECTOR COMPENSATION During 1998, each director who is not an officer of the Company received an annual fee of $20,000 for serving as a director and $1,250 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 Stock, complied in a timely manner with all filing requirements applicable to them with respect to transactions during the year ended December 31, 1998. 6 (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 1998 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 incentive compensation bonus. Executive officers also receive an allowance of $6,000 per year to defray automobile expenses but do not receive any other perquisites. Long-term compensation has consisted solely of the grant of stock options although the Compensation and Stock Option Committee also has the power to grant stock appreciation rights under the Company's 1996 Incentive Stock Plan. SUMMARY COMPENSATION TABLE The following table sets forth the cash compensation, as well as certain other compensation, paid or accrued by the Company to the Chief Executive Officer and each of the four most highly compensated executive officers of the Company (other than the Chief Executive Officer) as of December 31, 1998, for their services in all capacities for each of the years in the three-year period ended December 31, 1998: 7
Long-Term Compensation ------------ Securities Annual Compensation (1) Underlying All Other Name and Principal ----------------------------------- Options (2) Compensation Position Year Salary($) Bonus($) (# of Shares) ($)(3) - --------------------------- --------- --------- ---------- ------------- ----------- Guenter Rohrmann 1998 560,000 500,000 75,000 115,299 President and Chief 1997 525,000 1,200,000 - 0 - 114,549 Executive Officer 1996 480,000 800,000 - 0 - 40,497 Robert J. O'Connell 1998 210,000 150,000 - 0 - 58,799 Senior Vice President 1997 200,000 250,000 15,000 55,299 1996 190,000 150,000 - 0 - 14,740 Dennis M. Dolan 1998 200,000 150,000 - 0 - 28,975 Executive Vice President and 1997 190,000 250,000 15,000 26,000 Chief Financial Officer 1996 175,000 150,000 - 0 - 13,088 Giorgio Laccona 1998 185,000 150,000 - 0 - 28,012 Senior Vice President, General 1997 170,000 250,000 15,000 24,600 Manager The Americas 1996 155,000 150,000 - 0 - 12,488 Daniel J. McCauley 1998 165,000 60,000 - 0 - 60,147 Vice President, Secretary 1997 155,000 100,000 15,000 58,699 and General Counsel 1996 145,000 75,000 - 0 - 7,000
- ---------- (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) Adjusted to reflect stock dividend paid on July 25, 1997. (3) 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. Contributions under the 401(k) Retirement Plan for 1998 for Messrs, Rohrmann, O'Connell, Dolan, Laccona and McCauley were $9,300, $9,800, $9,300, $9,300 and $7,634, respectively. 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 1998 for Messrs. Rohrmann, O'Connell, Dolan, Laccona and McCauley were $36,000, $9,000, $8,675, $8,212 and $5,513, respectively. A participant's interest in the Company's contributions to the 401(k) Retirement Plan and the Deferred Compensation Plan vests at the rate of 20% for each of the first five years of service and is fully vested thereafter. The balance in 1998 represents the dollar value of premiums paid by the Company with respect to life insurance for the benefit of each of the named executive officers. 8 STOCK OPTION GRANTS IN 1998 The following table sets forth information with respect to the grant of stock options during 1998 to the executive officers named in the Summary Compensation Table.
Individual Grants - ----------------------------------------------------------------------------------- Percent of Total Options Potential Realizable Value Options Granted to Exercise at Assumed Annual Rates of Granted Employees Price per Expiration Stock Price Appreciation Name (# of Shs.) in 1998(2) Share($)(1) Date for Option Term(4)(3) - --------------------- ----------- ------------- ----------- ------------ --------------------------- 5% 10% ---------- ------------ Guenter Rohrmann 75,000 47% 26.31 6/18/03 544.617 1,205,675 Robert J. O'Connell -0- --- --- --- --- --- Dennis M. Dolan -0- --- --- --- --- --- Giorgio Laccona -0- --- --- --- --- --- Daniel J. McCauley -0- --- --- --- --- ---
(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 160,000 shares were granted to employees in 1998. (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. AGGREGATED OPTION EXERCISES IN 1998 AND OPTION VALUE AT DECEMBER 31, 1998 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 1998 and holdings of unexercised options at the end of the year: 9
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- 84,375 103,125 499,247 166,416 Robert J. O'Connell 31,500 497,777 9,375 16,875 33,283 33,283 Dennis M. Dolan -0- -0- 20,625 16,875 99,849 33,283 Giorgio Laccona 11,250 224,674 20,625 16,875 99,849 33,283 Daniel J. McCauley -0- -0- 15,000 15,000 66,567 22,189
(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, 1998, 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 Mr. Rohrmann that provides for an annual base salary and such annual incentive compensation bonus as the Compensation and Stock Option Committee may determine. Mr. Rohrmann's base salary is subject to review annually and currently is $585,000. By its terms, the agreement will expire December 31, 2001. The 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 the 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. 10 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, 1998, 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., Circle International Group, Inc. (formerly, The Harper Group, Inc.), and Fritz Companies, Inc. 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, 1993 [PERFORMANCE GRAPH] Base Period Company Name/Index Dec 93 Dec 94 Dec 95 Dec 96 Dec 97 Dec 98 - ---------------------------- ------ ------ ------ ------ ------ ------ Air Express International CP 100 152.67 175.64 250.23 356.77 256.81 S&P 500 Index 100 101.32 139.40 171.40 228.59 293.91 Peer Group 100 98.93 142.28 103.11 171.47 181.77 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 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. 11 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 1998 to the Company's senior executive officers, including the Chief Executive Officer, the Committee noted (a) that management continued to integrate successfully various operations which had been acquired into the Company's logistics service and information network, and (b) that net income for the Company was at a level which was the second highest in Company history, but did not exceed net income for 1997 and did not meet management's goals for the year. Accordingly, the cash bonuses for the Company's executive officers and management in general were reduced substantially from 1997 levels. The reduction reflected the Committee's views of responsible management, and of the appropriate levels of bonus based upon the year's financial results. 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 Revenue Code. The Committee is continuing to review the Company's compensation 12 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, 1999 (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)...... 3,187,700 9.5% 75 State Street Boston, Massachusetts 02109 FMR Corp. (3).......................... 1,804,287 5.4% 82 Devonshire Street Boston, Massachusetts 02109 Franklin Resources Inc. (4)............ 2,197,770 6.6% Hendrik J. Hartong, Jr. (5)............ 486,517 1.5% Guenter Rohrmann (6)................... 480,507 1.4% Robert J. O'Connell (7)................ 44,742 (13) 13 Percentage of Shares Owned Outstanding Beneficial Owner Beneficially (#) Shares (%)(1) ---------------- ---------------- ------------- Dennis M. Dolan (8).................... 102,938 (13) Giorgio Laccona (9).................... 56,097 (13) Daniel J. McCauley 49,238 (13) (10)................................... John M. Fowler......................... 45,000 (13) Donald J. Keller....................... 5,063 (13) Andrew L. Lewis IV..................... 12,607 (13) Richard T. Niner (11).................. 357,087 1.0% John Radziwill......................... 408,502 1.2% Noel E. Vargas (12).................... 457,290 1.4% All directors and executive officers as a group (consisting of 13 persons)............. 2,505,588 7.5% - ------------ (1) Shares issuable upon the exercise of stock options owned by that person which can be exercised within 60 days of April 23, 1999, 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 an amendment to a Schedule 13G filed by Wellington Management Company ("Wellington"), dated January 1, 1999, Wellington shared voting power with respect to 2,309,400 and shared dispositive power with respect to of 3,187,700 shares owned by clients for whom it acts as an investment advisor. (3) Based on information set forth in an amendment to a Schedule 13G dated February 1, 1999 filed jointly by FMR Corp. ("FMR"), Edward C. Johnson 3d ("Mr. Johnson") Abigail P. Johnson ("Ms. Johnson"), FMR, Mr. Johnson and Ms. Johnson owned an aggregate of 1,804,287 shares. This amendment indicates that FMR, Mr. Johnson and Ms. Johnson have sole dispositive power over all 1,804,287 shares, that FMR has sole voting power over 152,837 shares and no shared voting power over any shares and that neither Mr. Johnson nor Ms. Johnson have sole or shared voting power with respect to any of such shares. (4) Based on information in a Schedule 13G dated January 22, 1999 filed jointly by Franklin Resources Inc. ("FRI"), Charles B. Johnson ("Mr. C. Johnson"), Rupert A. Johnson, Jr. ("Mr. R. Johnson") and Franklin Advisers Inc. ("FAI"), FRI, Mr. C. Johnson, Mr. R. Johnson and FAI owned an aggregate of 2,197,700 shares. This filing indicates that FAI has sole power to vote over 2,166,300 shares, that FAI has sole dispositive power over 2,166,300 shares and Franklin Management Inc. has sole dispositive power over 31,470 shares, and that FRI, Mr. C. Johnson and Mr. R. Johnson are deemed to have beneficial ownership of 2,197,300 shares, and FAI has beneficial ownership of 2,166,300 shares. None of these persons have voting powers over 31,470 shares. (5) Includes 83,750 shares issuable upon the exercise of stock options. (6) Includes 131,250 shares issuable upon the exercise of stock options. (7) Includes 18,750 shares issuable upon the exercise of stock options. (8) Includes 30,000 shares issuable upon the exercise of stock options. (9) Includes 30,000 shares issuable upon the exercise of stock options. (10) Includes 22,500 shares issuable upon the exercise of stock options. (11) Includes 5,061 shares held in custodial accounts for the benefit of Mr. Niner's children. 14 (12) Includes 156,632 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. (13) 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 1998 Form 10-K. 15 SIGNATURES(1) 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 report to be signed on its behalf by the undersigned, thereunto duly authorized. AIR EXPRESS INTERNATIONAL CORPORATION By: ---------------------------------- Daniel J. McCauley Vice President, Secretary and General Counsel Dated: April 30, 1999 - ----------------------- (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). -----END PRIVACY-ENHANCED MESSAGE-----