-----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, AhT/I8f41H4n4K9mbFNAbXT0w2YSI4gP1R0AH27c1FLY+r17fQ/1friIlSBEw0VD 20Wui2BKkRF6kUEvOKzYRA== 0000913355-96-000059.txt : 19960710 0000913355-96-000059.hdr.sgml : 19960710 ACCESSION NUMBER: 0000913355-96-000059 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960709 SROS: AMEX 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-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08306 FILM NUMBER: 96592481 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-K/A 1 FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 2 [ 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 [ ] 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 (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: TITLE OF CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED 6% Convertible Subordinated American Stock Exchange Debentures 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 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 $ 483,557,905 as of May 10, 1996. On that date, 19,369,469 shares of Common Stock, par value $.01 per share, were outstanding. DOCUMENTS INCORPORATED BY REFERENCE To the extent specified, part III of this Form 10-K incorporates information by reference to the Registrant's definitive proxy statement for the 1996 Annual Meeting of Shareholders. INTRODUCTORY NOTE Reference is made to the Annual Report on Form 10-K of Air Express International Corporation (the "Company") for the fiscal year ended December 31, 1995 filed with the Securities Exchange Commission (the "Commission") on March 30, 1996 (the "Initial Filing"), as amended by Amendment No. 1 on Form 10-K/A filed with the Commission on April 26, 1996 ("Amendment No. 1"; together with the Initial Filing, the "Annual Report"). This Amendment No. 2 on Form 10-K/A hereby amends the Annual Report as set forth below. 1. Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K, is hereby amended and restated in its entirety as follows: Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) The following documents are filed as a part of this report on Form 10-K (1) Financial Statements: Report of Independent Public Accountants. F-1 Consolidated Balance Sheets as of December 31, 1995 and 1994. F-2 Consolidated Statements of Operations for the years ended December 31, 1995, 1994 and 1993. F-3 Consolidated Statements of Stockholders' Investment for the years ended December 31, 1995, 1994 and 1993. F-4 Consolidated Statements of Cash Flows for the years ended December 31, 1995, 1994 and 1993. F-5 Notes to Consolidated Financial Statements. F-6 (2) Financial Statement Schedules: Schedule II - Valuation and Qualifying Accounts. F-22 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. Separate financial statements of the Company have been omitted since less than 25% of the net assets of its subsidiaries and equity investments are formally restricted from being loaned, advanced or distributed to the holding company. (3) Exhibits required to be filed by Item 601 of Regulation S-K. 3 a. Certificate of Incorporation, as amended through July 24, 1993. 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). 4 a. Indenture, dated as of January 15, 1993, between the Company and The Bank of New York, as Trustee (Incorporated herein by reference to Exhibit 1 to the Company's Current Report on Form 8-K, dated February 2, 1993). b. Specimen Convertible Subordinated Debenture (Incorporated herein by reference to Exhibit 4(b) to the Company's Registration Statement on Form S- 3, dated December 22, 1992). c. Specimen certificate representing the Common Stock (Incorporated herein by reference to Exhibit 4(c) to the Company's Registration Statement on Form S- 3, dated December 22, 1992). 10. Material Contracts: 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). -2- 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, 1991). c. Air Express International Corporation Employees' 1981 Incentive Stock Option Plan (Incorporated herein by reference to Exhibit 10(i) to the Company's Report on Form 10-K, dated April 12, 1985). d. Air Express International Corporation 1984 International Employees' Stock Option Plan (Incorporated herein by reference to the Company's Proxy Statement, dated July 18, 1984, furnished to stockholders in connection with the Annual Meeting of Stockholders held on August 9, 1984). e. Lease Agreement, entered into in June 1986, between the Company and The Port Authority of New York and New Jersey for Hangar 5, John F. Kennedy Airport (Incorporated herein by reference to Exhibit A to the Company's Report on Form 8-K filed March 19, 1987). f. Air Express International Corporation Employees' 1991 Incentive Stock Option Plan, approved by the Shareholders of the Company on June 20, 1991 (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). 21. List of Subsidiaries of the Registrant (Incorporated herein by reference to Exhibit 21 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 1996). 23 a. Consent of Independent Public Accountants (Incorporated herein by reference to Exhibit 23 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 1996). -3- 23 b. Consent of Independent Public Accountants. Exhibit 23 b. 27. Financial Data Schedule (Incorporated herein by reference to Exhibit 27 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 1996). All other exhibits are omitted because they are not applicable, not required or because the required information is included in the Consolidated Financial Statements or Notes thereto. (b) Reports on Form 8-K: None. 2. Exhibit 23 b, Consent of Independent Public Accountants, is filed herewith. -4- SIGNATURE 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 Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. AIR EXPRESS INTERNATIONAL CORPORATION By: /S/ DANIEL J. MCCAULEY ------------------------------ Daniel J. McCauley, Vice President, Secretary and General Counsel Dated: July 8, 1996 -5- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 23 b Consent of Independent Public Accountants EX-23 2 EXHIBIT 23 Exhibit 23 b CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our reports included in this Form 10-K, into the Company's previously filed Registration Statement File No. 33-63035. /s/ Arthur Andersen LLP Arthur Andersen LLP March 25, 1996 New York, NY -----END PRIVACY-ENHANCED MESSAGE-----