SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Year Ended February 25, 1994 Commission file number 0-230
AEL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1353403
(State or other jurisdiction of (IRS Employer
Identification No.)
incorporation or organization)
305 Richardson Road, Lansdale, PA 19446
(Address of principal executive offices/Zip Code)
(Registrant's telephone number, including area code) (215) 822-2929
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Class A common stock Par Value $1.00 (nonvoting)
Class B common stock Par Value $1.00 (voting)
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/
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. $769,451
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. (May 2, 1994)
Class A common stock, par value $1.00 - 3,336,292
Class B common stock, par value $1.00 - 434,717
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference into the Part
of the Form 10-K specified herein: (1) Annual Report to Shareholders for
fiscal year 1994 furnished to the Commission pursuant to Rule 14a-3(b)
under the Securities Exchange Act of 1934 (but only to the extent set forth
in Parts I and II of this Annual Report); (2) Proxy Statement dated May 18,
1994 for the 1994 Annual Meeting of Shareholders filed with the Securities
and Exchange Commission pursuant to Regulation 14A under the Securities
Exchange Act of 1934 (but only to the extent set forth in Part III of this
Annual Report).
PART I
ITEM 1. BUSINESS
AEL Industries, Inc. (the "Company" or "AEL") is principally engaged
in the Electronic Defense Products and Services business. This business
consists primarily of the design and manufacture of electronic
countermeasures systems, simulation systems, radar receivers, microwave
integrated circuits and other electronic equipment, and avionics installa-
tion and integration services for the United States and foreign governments
and their suppliers. The Company also provides other services such as
calibration, product testing and technical publication.
Incorporated in 1950 under the name American Electronic Laboratories,
Inc., the Company became a holding company and adopted its present name in
1976. During fiscal year 1992 the Company consolidated all of its domestic
operations into AEL Defense Corp., a wholly-owned subsidiary. On February
26, 1994 AEL Defense Corp. was merged into the Company. The Company's
registered office and principal administrative and executive offices are
located at 305 Richardson Road, Lansdale, Pennsylvania 19446, approximately
28 miles north of Philadelphia, and the telephone number is 215-822-2929.
Electronic Defense Products and Services
Products and Services
The Electronic Defense Products and Services business consists
primarily of the design, manufacture and servicing of products sold to U.S.
Government agencies and their suppliers. The Company also sells products
to foreign governments and their suppliers. Please refer to Note 10 of the
Notes to Consolidated Financial Statements for fiscal year 1994 for
industry segment information.
Revenues from aircraft avionics installation and integration programs
(including the ANVIS/HUD and QF-106 programs) were approximately 33%, 29%
and 34% of the Company's consolidated sales and service revenues in fiscal
years 1994, 1993 and 1992, respectively. Avionics installation and
integration programs for fixed and rotary wing aircraft are of continued
significance to the Company. Through these programs the Company has
installed electronic systems in a wide variety of aircraft.
Another significant product group is electronic countermeasures
systems, which accounted for 22%, 24% and 16% of the Company's consolidated
sales and service revenues in fiscal years 1994, 1993 and 1992,
respectively. These systems include the Army's TACJAM-A program which
accounted for 5% of consolidated revenues in fiscal year 1994, 11% in
fiscal year 1993 and 4% in fiscal year 1992, and a naval electronics
warfare system ordered by a foreign customer which accounted for 6% of
consolidated revenues in fiscal year 1994, 5% in fiscal year 1993 and 11%
in fiscal year 1992.
Sales of radar warning receivers (including the AN/ALR-67, AN/APR-39A
and SANTA) accounted for 10%, 8% and 7% of the Company's consolidated sales
and service revenues in fiscal years 1994, 1993 and 1992, respectively.
Jamming simulator programs (including the AN/MLQ-T4, AN/FSQ-T22 and
Embedded Radar Environment Simulators), accounted for 11%, 10% and 18% of
the Company's consolidated sales and service revenues in fiscal years 1994,
1993 and 1992, respectively.
In the manufacture of its products, the Company uses raw materials
which generally are readily available from several sources. The Company
owns various registered trademarks. The Company relies principally upon
engineering and marketing skills to maintain and enhance its competitive
position in the electronic defense markets. Although most of the Company's
business is not dependent upon patent or similar protection, the Company's
research and development efforts have yielded patents in certain areas of
technology.
The U.S. Government is a customer of particular significance to the
Electronic Defense Products and Services business. Sales directly to the
U.S. Government comprised approximately 47%, 47% and 53% of the Company's
consolidated sales and service revenues in fiscal years 1994, 1993 and
1992, respectively. The majority of additional domestic revenues are
attributable to contracts with suppliers to the U.S. Government. Contracts
awarded to the Company by the U.S. Government and its suppliers are
generally complex and occasionally require significant technological
advances. The loss of direct U.S. Government business would have a
material adverse effect on the operations of this business and the Company.
Any major curtailment in Government spending or appropriations for
electronic defense products and services could also materially and
adversely affect the Company's operations by reducing the Company's
opportunities to contract with other U.S. Government suppliers.
Approximately three-quarters of the Company's domestic revenues in
fiscal year 1994 were derived from contracts awarded on a fixed-price
basis, which obligate the Company to deliver equipment or perform services
at a fixed price without regard to the cost incurred. Fixed-price
contracts with the U.S. Government and suppliers to the U.S. Government
frequently include a progress payment or milestone payment clause, which
provides for payment to the Company of a significant portion of the costs
of performing a contract as they are incurred. The remaining one-quarter
of domestic revenues arose from contracts awarded on a cost-plus or time-
and-material basis, under which the Company is reimbursed for the cost of
performance (plus a fee or profit) up to a negotiated ceiling amount.
Contracts with the U.S. Government and suppliers to the U.S. Government
generally provide for termination at any time for the convenience of the
Government, and upon such termination a contractor is entitled to receive
payment for the work performed plus a pro rata portion of the profit it
would have earned but for the termination.
Competition
A considerable number of companies are engaged in the sale of
electronic defense products and services. Competition has significantly
increased over the last few years as a result of decreased Government
spending and appropriations. Overall, there are fewer programs (especially
start-ups) on which to bid and, therefore, the Company faces greater
competition in its traditional product areas. In response to competitive
pressures, the Company sometimes agrees to invest its own funds in the
performance of a program to enhance the likelihood of receiving a contract
award. Competitors of the Company include large diversified corporations
and smaller, highly specialized firms. The Company's competitive position
ultimately depends on its technical expertise and the price and quality of
its products and services. Because of the variety of its activities, it is
impossible to state precisely the competitive position of the Company with
respect to each of its product groups. The Company does not have dominance
in the markets for its products.
Marketing
The products and services of this business are marketed primarily in
the United States to the U.S. Government and its suppliers. The Company
also markets its products overseas through its AEL Systems International
Division. Sales are made on the basis of competitive bids or negotiated
contracts, primarily through direct contact between the Company's technical
and marketing employees and the technical and purchasing representatives of
its customers. The Company also generates sales through the use of trade
and catalog advertising.
Backlog
The backlog of firm orders was $121,478,000 at February 25, 1994 and
$156,306,000 at February 26, 1993. Approximately 12% of the backlog at
February 25, 1994 was firm but unfunded. Approximately 50% of the total
backlog consisted of orders from the U.S. Government and 22% from foreign
customers. As of February 25, 1994, approximately 29% of the backlog
consisted of orders for electronic countermeasures systems including 12%
for TACJAM-A and 11% for an order from a foreign government; 7%, orders for
jamming simulators; 35%, orders for avionics installation/integration
programs, including 17% for ANVIS/HUD; and 19%, orders for radar warning
receivers, including 18% for AN/APR-39A. Approximately 70% of the total
backlog is expected to be completed in fiscal year 1995.
Other Business Information
Research and Development
During fiscal years 1994, 1993 and 1992 the Company expended
approximately $2,162,000, $2,501,000 and $1,742,000, respectively, on
Company-sponsored research and development. In addition, there were
expenditures for customer-sponsored research and development which are not
readily identifiable since many contracts awarded to the Company have R&D
effort commingled with production effort. In customer-sponsored research
and development contracts, the proprietary rights to the development belong
to the customer; however, the Company generally obtains technical know-how
which it may be able to apply in other fields.
Fluctuations in company-sponsored R&D result from changes in the
allocation of available cash and technical resources, including personnel.
Company-sponsored R&D may lead to innovations which are attractive to
potential customers and which may then be adapted to the customer's needs
and incorporated into systems. The Company's R&D focus is to create
technological and bidding advantages in major new system programs.
As a result of its research and development efforts, the Company may
become one of a small number of suppliers of the items developed, which may
result in the award of production contracts to the Company. The Company is
significantly involved in the field of advanced electronics which entails a
high degree of technological obsolescence resulting from the rapid
advancements made both by the Company and others within the industry. It
is therefore extremely difficult to measure the useful life of any specific
product or service at the time of development.
Employees
At April 29, 1994 the Company had 1162 employees, 332 of whom are
engineers. The Company believes its relations with employees are generally
satisfactory. The Company's employees are not covered by collective
bargaining agreements.
Foreign Sales
The Company has no foreign operations. However, foreign sales
accounted for approximately 13%, 10% and 15% of consolidated sales and
service revenues in fiscal years 1994, 1993 and 1992, respectively. All
sales of military products to foreign customers must be approved by the
U.S. Government; such approvals are subject to revocation and may be
adversely affected by changes in U.S. Government export policy. There
exist certain risks inherent in foreign transactions which may not be
present in domestic transactions, including currency fluctuations, changes
in foreign government policies, differences in international laws and
difficulties in negotiating and litigating with foreign entities. The
Company has taken reasonable measures to reduce such risks by requiring in
appropriate cases payment in U.S. currency, letters of credit, advanced
deposits, and by retaining title to goods delivered until payment.
Environmental Matters - See Item 3 of this report.
ITEM 2. PROPERTIES
As of May 6, 1994, the Company owned or leased a total of
approximately 750,000 square feet of office and plant space with main
facilities in Pennsylvania, Illinois, Georgia, Virginia, New Jersey and
Ohio. The Company owns most of these facilities. The operations of the
Electronic Defense Products and Services business are carried on at all of
the Company's main facilities. In order to consolidate its Pennsylvania
operations, approximately 50,000 square feet were added to the Company's
headquarters facility in fiscal year 1994. No discussion of productive
capacity and extent of utilization is provided because the Company is not
involved in a traditional manufacturing business. Its products are
principally custom designed and sold in small quantities. The present
facilities are considered to be suitable, adequate, and well-equipped for
the Company's operations.
ITEM 3. LEGAL PROCEEDINGS
The Company has provided documents relating to the AN/MLQ-T4 Ground
Jammer program to the Department of Defense pursuant to a subpoena issued
by its Inspector General in September 1992. At this time the Company
cannot determine when the Government will complete its investigation or
whether it will seek remedies in connection with this investigation.
In March 1989 the United States Environmental Protection Agency
("EPA") placed a site that includes the Company's Richardson Road property
on the National Priorities List for detailed study and cleanup of alleged
environmental contamination. A revised Remedial Investigation/Feasibility
Study Work Plan, written under the direction of the Company and other
potentially responsible parties and under the overall guidance of the EPA,
was submitted to the EPA in September 1993. The Company continues to
cooperate with the EPA in the study of this site. The cost of performing
the Study defined in the Plan and the eventual remediation, if required, is
not expected to have a material adverse impact on the Company's financial
position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during
the fourth quarter ended February 25, 1994.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth information concerning the executive
officers of the Company. Officers serve at the discretion of the Board of
Directors.
Name Age Position
Dr. Leon Riebman 74 Chairman of the Board, President
and Chief Executive Officer
George King 56 Executive Vice President and Chief
Financial Officer
Dr. Riebman is a founder of the Company and has served as a director and
Chief Executive Officer since the Company's organization in 1950, and as
Chairman of the Board of Directors since 1987. In 1993 he reassumed the
role of President, a position he had held from 1950 to 1983. Dr. Riebman
is also a director of Ampal Corp. (New York, NY) and Bank & Trust Co. of
Old York Road (Willow Grove, PA).
Mr. King joined the Company as Vice President in 1975 and was named
Senior Vice President in 1985 and Executive Vice President in 1992.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Class A common stock of the Company is traded in the over-the-counter
market and is listed in the National Market System maintained by the
National Association of Securities Dealers under the symbol AELNA. The
Class B common stock trades only sporadically in the over-the-counter
market, which does not constitute an established public trading market. On
May 2, 1994 there were 1546 record holders of Class A common stock and 85
record holders of Class B common stock. The following table sets forth for
the periods shown the high and low closing prices for the Company's Class A
common stock as furnished by NASDAQ.
Fiscal Year High Low
1993
First Quarter.................. 8-1/4 7
Second Quarter................. 8-1/2 5-3/8
Third Quarter.................. 7-1/2 5-1/2
Fourth Quarter................. 7 5-3/4
1994
First Quarter.................. 7-1/4 5-3/4
Second Quarter................. 7-1/4 5
Third Quarter.................. 8-1/4 6-1/2
Fourth Quarter................. 10-1/4 7-1/4
The Company has never paid, and there are no present plans to pay, a cash
dividend on its common stock. Future dividend policy will be determined by
the Board of Directors in light of the prevailing financial needs and
earnings of the Company and other relevant factors.
ITEM 6. SELECTED FINANCIAL DATA
The information appearing under the caption "Selected Financial Data"
contained in the Company's Annual Report to Shareholders for fiscal year
1994 is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The information appearing under the caption "Management's Discussion and
Analysis of Results of Operations and Financial Condition" contained in the
Company's Annual Report to Shareholders for fiscal year 1994 is incorpor-
ated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information listed below appears in the Company's Annual Report to
Shareholders for fiscal year 1994 and is incorporated herein by reference.
Report of Independent Auditors
Consolidated Balance Sheets at February 25, 1994 and February 26, 1993
Consolidated Statements of Operations for the three years ended February
25, 1994
Consolidated Statements of Cash Flows for the three years ended February
25, 1994
Consolidated Statements of Shareholders' Equity for the three years ended
February 25, 1994
Notes to Consolidated Financial Statements
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information under the caption "Election of Directors" contained in
the Company's Proxy Statement for the 1994 Annual Meeting of Shareholders
is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
The information under the caption "Executive Compensation" contained in
the Company's Proxy Statement for the 1994 Annual Meeting of Shareholders
is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The information under the caption "Security Ownership of Certain
Beneficial Owners and Management" contained in the Company's Proxy
Statement for the 1994 Annual Meeting of Shareholders is incorporated
herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
No reportable transactions.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K.
(a) List of documents filed as part of this report.
1. Financial statements
a. The financial statements of the Company
set forth under Item 8 of this report.
b. The financial statement schedules listed in the
accompanying index to financial statement schedules.
2. Exhibits
The exhibits listed in the accompanying index to exhibits are
filed as part of this annual report. EXHIBITS 10A THROUGH 10K
IN THE ACCOMPANYING INDEX TO EXHIBITS, LISTING THE COMPANY'S
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS ARE FILED
PURSUANT TO ITEM 14(C) OF THIS REPORT.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the fourth quarter of
fiscal year 1994.
AEL INDUSTRIES, INC.
INDEX TO FINANCIAL STATEMENT SCHEDULES
(Item 14)
Schedule V - Property, plant and equipment for the
three years ended February 25, 1994
Schedule VI - Accumulated depreciation, depletion and
amortization of property, plant and equipment for
the three years ended February 25, 1994
Schedule VIII - Valuation and qualifying accounts for
the three years ended February 25, 1994
Schedule IX - Short-term borrowings for the three years
ended February 25, 1994
All other schedules are omitted since the required information is not present
or is not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the financial
statements and notes thereto.
AEL INDUSTRIES, INC.
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
FOR THE THREE YEARS ENDED FEBRUARY 25, 1994
(Dollars in Thousands)
Balance Additions
at and Sales Balance
beginning transfers and at end
Description of period at cost Retirements of period
- - ------------------ --------- --------- --------- ---------
February 28, 1992:
Land. . . . . . . . . . . . . . . . . . . . $1,875 $1,875
Buildings and improvements . . . 33,157 $672 33,829
Machinery, equipment and tools 32,790 2,812 $547 35,055
Office furniture and equipment. . 9,983 2,508 461 12,030
Construction in progress. . . . . . . 526 (394) 132
--------- --------- --------- ---------
Total. . . . . . . . . . . . . . $78,331 $5,598 $1,008 $82,921
========= ========= ========= =========
February 26, 1993:
Land. . . . . . . . . . . . . . . . . . . . $1,875 $11 $1,886
Buildings and improvements . . . 33,829 1,492 35,321
Machinery, equipment and tools 35,055 2,656 $959 36,752
Office furniture and equipment. . 12,030 2,115 91 14,054
Construction in progress. . . . . . . 132 2,420 2,552
--------- --------- --------- ---------
Total. . . . . . . . . . . . . . $82,921 $8,694 $1,050 $90,565
========= ========= ========= =========
February 25, 1994:
Land. . . . . . . . . . . . . . . . . . . . $1,886 $11 $1,897
Buildings and improvements . . . 35,321 4,935 40,256
Machinery, equipment and tools 36,752 2,628 $53 39,327
Office furniture and equipment. . 14,054 1,364 200 15,218
Construction in progress. . . . . . . 2,552 (2,552)
--------- --------- --------- ---------
Total. . . . . . . . . . . . . . $90,565 $6,386 $253 $96,698
========= ========= ========= =========
AEL INDUSTRIES, INC.
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION
AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
FOR THE THREE YEARS ENDED FEBRUARY 25, 1994
(Dollars in Thousands)
Balance Additions
at charged to Sales Balance at
beginning costs and and end of
Description of period expenses Retirements period
- - ----------------- --------- --------- --------- ---------
February 28, 1992:
Buildings and improvements . . . $8,431 $1,495 $9,926
Machinery, equipment and tools 20,636 3,177 $561 23,252
Office furniture and equipment . . 5,779 1,620 321 7,078
--------- --------- --------- ---------
Total. . . . . . . . . . . . . . $34,846 $6,292 $882 $40,256
========= ========= ========= =========
February 26, 1993:
Buildings and improvements . . . $9,926 $1,597 $11,523
Machinery, equipment and tools 23,252 3,289 $818 25,723
Office furniture and equipment . . 7,078 1,848 84 8,842
--------- --------- --------- ---------
Total. . . . . . . . . . . . . . $40,256 $6,734 $902 $46,088
========= ========= ========= =========
February 25, 1994:
Buildings and improvements . . . $11,523 $1,590 $13,113
Machinery, equipment and tools 25,723 3,098 $39 28,782
Office furniture and equipment . . 8,842 1,831 193 10,480
--------- --------- --------- ---------
Total. . . . . . . . . . . . . . $46,088 $6,519 $232 $52,375
========= ========= ========= =========
AEL INDUSTRIES, INC.
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED FEBRUARY 25, 1994
(Dollars in Thousands)
Balance at Charged Balance at
beginning to costs & end of
Description of period expenses Deductions period
- - ----------------- --------- --------- --------- ---------
February 28, 1992:
Allowance for contract losses $13,333 $6,425 $12,187 (a) $7,571
========= ========= ========= =========
Inventory allowance . . . . . . . . $1,022 $400 $149 (b) $1,273
========= ========= ========= =========
Allowance for bad debts . . . . $200 $20 $19 (c) $201
========= ========= ========= =========
February 26, 1993:
Allowance for contract losses $7,571 $6,494 $9,656 (a) $4,409
========= ========= ========= =========
Inventory allowance . . . . . . . . $1,273 $465 $714 (b) $1,024
========= ========= ========= =========
Allowance for bad debts . . . . $201 $7 $7 (c) $201
========= ========= ========= =========
February 25, 1994:
Allowance for contract losses $4,409 $6,650 $7,195 (a) $3,864
========= ========= ========= =========
Inventory allowance . . . . . . . . $1,024 $245 $311 (b) $958
========= ========= ========= =========
Allowance for bad debts . . . . $201 $9 $26 (c) $184
========= ========= ========= =========
___________________________________________
(a) Deductions are a result of allowance usage over the
terms of the related contracts.
(b) Deductions are a result of physical disposal of inventory
for which allowances were previously provided.
(c) Deductions are a result of write-offs of uncollectible
accounts receivable for which allowances were
previously provided.
AEL INDUSTRIES, INC.
SCHEDULE IX - SHORT-TERM BORROWINGS
FOR THE THREE YEARS ENDED FEBRUARY 25, 1994
(Dollars in Thousands)
Weighted
Balance Interest Maximum amount Average amount average
at the end Rate at end outstanding outstanding interest rate
Category of Borrowing of period of period during period during period(2) during period (3)
- - -------------------------------- --------- --------- -------------- -------------- ------------
February 28, 1992:
Note payable to bank (1) $0 6.5% $3,875 $912 8.6%
February 26, 1993:
Note payable to bank (1) $0 6.0% $900 $7 6.2%
February 25, 1994
Note payable to bank (1) $0 6.0% $0 $0 0.0%
________________________________________________
(1) Note payable to bank represents borrowings under a line of credit
agreement The agreement existing at February 25, 1994 expires
June 30, 1994 at which time it will be reviewed for renewal.
(2) The average amount outstanding during the period is computed by
dividing the total daily outstanding principal balances by the total
days in the fiscal year.
(3) The weighted average interest rate during the period was computed
by dividing the actual interest expense by the average short-term
borrowings outstanding.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
AEL INDUSTRIES, INC.
Attest:
/s/John R. Cox By: /s/George King
John R. Cox George King, Executive Vice
Secretary President and Chief Financial
Officer
Date: May 18, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
(i) Principal Executive
Officer
/s/Leon Riebman Chairman of the Board May 18, 1994
Leon Riebman
(ii) Principal Financial
Officer
/s/George King Executive Vice President May 18, 1994
George King and Chief Financial Officer
(iii) Principal Accounting
Officer
/s/John F. Sharkey Vice President, Finance May 18, 1994
John F. Sharkey
Signature Title Date
(iv) A Majority of the Board
of Directors
/s/Francis J. Dunleavy Director May 18, 1994
Francis J. Dunleavy
/s/Frederick R. Einsidler Director May 18, 1994
Frederick R. Einsidler
/s/Conrad J. Fowler Director May 18, 1994
Conrad J. Fowler
/s/Leeam Lowin Director May 18, 1994
Leeam Lowin
/s/Lloyd W. Moffit Director May 18, 1994
Lloyd W. Moffit
/s/Claire E. Riebman Director May 18, 1994
Claire E. Riebman
/s/Leon Riebman Director May 18, 1994
Leon Riebman
INDEX TO EXHIBITS
3A Articles of Incorporation as amended and restated through April
2, 1993. (Incorporated by reference to Exhibit 3A in the
Company's Form 10K Report for the fiscal year ended February 26,
1993)
3B Bylaws as amended through April 22, 1993. (Incorporated by
reference to Exhibit 3B in the Company's Form 10-K Report for the
fiscal year ended February 26, 1993)
10A Incentive Stock Option Plan effective January 1, 1992
(Incorporated by reference to Exhibit 10A in the Company's Form
10-K Report for the fiscal year ended February 28, 1992)
10B Nonqualified Stock Option Plan as amended through April 10, 1991
(Incorporated by reference to Exhibit 10B in the Company's Form
10-K Report for the fiscal year ended February 22, 1991)
10C AEL Bonus Plan for Senior Employees amended and restated as of
February 28, 1992 (Incorporated by reference to Exhibit 10C in
the Company's Form 10-K Report for the fiscal year ended February
28, 1992)
10D Stock Repurchase Agreement dated April 16, 1986 between AEL
Industries, Inc. and Leon Riebman (Incorporated by reference to
Exhibit 10G in the Company's Form 10-K Report for the fiscal year
ended February 28, 1986)
10E Employment and Retirement Agreement dated January 9, 1982 between
AEL Industries, Inc. and Leon Riebman (Incorporated by reference
to Exhibit 10A in the Company's Form 10-K Report for the fiscal
year ended February 26, 1982)
10F Amendment No. 1 dated November 14, 1991 to Employment and Retirement
Agreement dated January 9, 1982 between AEL Industries, Inc. and Leon
Riebman (Incorporated by reference to Exhibit 10F in the Company's
Form 10-K Report for the fiscal year ended February 28, 1992)
10G Employment and Retirement Agreement dated October 15, 1980
between AEL Industries, Inc. and Conrad J. Fowler (Incorporated
by reference to Company's S-1 Registration Statement No. 2-71264,
Amendment No. 2, dated May 15, 1981)
10H Supplemental Benefits Agreement dated April 25, 1988, Between AEL
Industries, Inc. and Mark H. Ronald (Incorporated by reference to
Exhibit 10I in the Company's Form 10-K Report for the fiscal year
ended February 24, 1989)
10I Change of Control, Nonqualified Stock Option and Supplemental Benefits
Agreements dated May 16, 1988, between AEL Industries, Inc. and George
King (Incorporated by reference to Exhibit 10I in the Company's Form
10-K Report for the fiscal year ended February 24, 1989)
10J Agreements between AEL Industries, Inc. and Senior Executives
dated as of August 1, 1993.
10K Agreement between AEL Industries, Inc. and Teachers Insurance and
Annuity Association of America dated March 30, 1988 (Incorporated
by reference to Exhibit 10M in the Company's Form 10-K Report for
the fiscal year ended February 24, 1989)
11 Statement re computation of per share earnings (or loss)
13 Portions of 1994 Annual Report to Shareholders specifically
incorporated by reference elsewhere in this report.
22 List of Subsidiaries
23 Consent of Ernst & Young