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, 1997
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 1-8306
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AIR EXPRESS INTERNATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 36-2074327
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
120 Tokeneke Road, Darien, Connecticut 06820
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(Address of Principal executive offices, including zip code)
(203) 655-7900
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(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
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registered
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None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
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(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 24, 1998 was $735,807,114.
The number of shares of Common Stock, par value $0.01 per share, outstanding as
of April 24, 1998 was 34,736,653.
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, 1997 (the "1997 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 24, 1998.
Director
Principal Occupation and Other Continuously
Name Age Directorships Since
- ----------------------- ----- ---------------------------------- -------------
Executive Vice President and
John M. Fowler 49 Chief Financial Officer, 1985
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, 59 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 66 Chairman of the Board of Vlasic 1990
Foods International; Inc. since
December 1997; Chairman of the
Board of Prestone 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).
4
Director
Principal Occupation and Other Continuously
Name Age Directorships Since
- ----------------------- ----- ---------------------------------- -------------
Andrew L. Lewis IV 41 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 58 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 50 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 59 President and Chief Executive 1985
Officer of the Company since
1989.
Noel E. Vargas 70 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
5
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, 1997, there were five meetings of
the Board of Directors, two meetings of the Executive Committee, two meetings of
the Audit Committee, three 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 1997, each director who is not an officer of the Company
received an annual fee of $16,000 for serving as a director 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 Stock,
complied in a timely manner with all filing requirements applicable to them with
respect to transactions during the year ended December 31, 1997.
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 1997 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 $6,000 per year to defray automobile expenses but do not
receive any other perquisites. Long-term compensation has consisted solely of
the grant of stock options although the Compensation and Stock Option Committee
also has the power to grant stock appreciation rights under the Company's 1996
Incentive Stock Plan.
Summary Compensation Table
The following table sets forth the cash compensation, as well as
certain other compensation, paid or accrued by the Company to the Chief
Executive Officer and each of the four most highly compensated executive
officers of the Company (other than the Chief Executive Officer) as of December
31, 1997, for their services in all capacities for each of the years in the
three-year period ended December 31, 1997:
7
Long-Term
Compensation
-----------
Securities
Annual Compensation (1) Underlying All Other
Name and Principal ----------------------------------- Options(2) Compensation
Position Year Salary($) Bonus($) (# of shares) ($)(3)
----------------------- --------- --------- --------- ------------- ------------
Guenter Rohrmann 1997 525,000 1,200,000 - 0 - 114,549
President and Chief 1996 480,000 800,000 - 0 - 40,497
Executive
Officer 1995 450,000 650,000 112,500 9,000
Robert J. O'Connell 1997 200,000 250,000 15,000 55,299
Senior Vice President 1996 190,000 150,000 - 0 - 14,740
1995 180,000 110,000 22,500 9,000
Dennis M. Dolan 1997 190,000 250,000 15,000 26,000
Vice President and 1996 175,000 150,000 - 0 - 13,088
Chief
Financial Officer 1995 160,000 100,000 22,500 9,000
Giorgio Laccona 1997 170,000 250,000 15,000 24,600
Vice President, General 1996 155,000 150,000 - 0 - 12,488
Manager
North America 1995 140,000 75,000 22,500 9,000
Daniel J.McCauley 1997 155,000 100,000 15,000 58,699
Vice President, 1996 145,000 75,000 - 0 - 7,000
Secretary
and General Counsel 1995 135,000 50,000 15,000 6,227
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(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
1997 for Messrs, Rohrmann, O'Connell, Dolan, Laccona, McCauley were $9,600,
$9,600, $9,600, $9,300 and $7,157, 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 1997 for Messrs. Rohrmann,
O'Connell, Dolan, Laccona and McCauley were $34,950, $5,700, $5,400, $4,800
and $4,534, respectively. A participant's interest in the Company's
contributions to the 401(k) Retirement Plan and the Deferred Compensation
Plan vests at the rate of 20% for each of the first five years of service
and is fully vested thereafter. The balance in 1997 represents the dollar
value of premiums paid by the Company with respect to life insurance for the
benefit of each of the named executive officers.
8
Stock Option Grants in 1997
The following table sets forth information with respect to the grant
of stock options during 1997 to the executive officers named in the Summary
Compensation Table.
Individual Grants
- ----------------------------------------------------------------------
Percent
of Total Potential Realizable
Options Value at Assumed
Options Granted to Exercise Annual Rates of Stock
Granted Employees Price Per Expiration Price Appreciation
Name (# of Shs. 1997(2) Share ($)(1) Date Option Term(4)(3)
- ---------------- ---------- ----------- ------------ ---------- ----------------------
5% 10%
--------- ---------
Guenter Rohrmann -0- -- -- -- -- --
Giorgio Lacona 15,000 1.62 24.87 6/19/02 102,672 227,292
Robert J. O'Connel 15,000 1.62 24.87 6/19/02 102,672 227,292
Dennis M. Dolan 15,000 1.62 24.87 6/19/02 102,672 227,292
Daniel J. McCauley 15,000 1.62 24.87 6/19/02 102,672 227,292
(1) All options were granted at an exercise price equal to the market value on
the date of grant and the number of shares covered by the grants and the
exercise price have been adjusted to reflect the stock divident paid on
July 25, 1997.
(2) Options with respect to a total of 926,625 shares were granted to employees
in 1997.
(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 1997 and
Option Value at December 31, 1997
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 1997 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 Value Options at Options at
Name Exercise (#) Realized ($) Fiscal Year End (#) Fiscal Year End ($)(1)
---- ------------ ----------- --------------------------- ----------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
Guenter Rohrmann 67,500 1,214,797 86,625 66,375 1,492,389 1,047,459
Robert J. O'Connell 33,750 607,399 31,500 26,250 609,913 249,499
Dennis M. Dolan 22,500 404,392 21,375 29,625 387,461 323,652
Giorgio Laccona 16,875 384,784 22,500 26,250 412,174 249,499
Daniel J. McCauley 11,250 202,467 12,562 24,188 221,219 231,584
(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, 19976, 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 $560,000 By its
terms, the agreement will expire December 31, 2000. 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.
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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, 1997, 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, 1992
[PERFORMANCE GRAPH]
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
Air Express International
Corporation $100.00 $73.85 $112.73 $130.37 $184.67 $263.13
S&P 500 Stock Index $100.00 $110.08 $111.54 $153.45 $188.69 $251.64
Peer Group $100.00 $134.04 $132.43 $188.03 $158.85 $268.80
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
11
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 1997 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 fourth 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 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
12
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 24, 1998 (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) ............ 3,165,659 9.1
75 State Street
Boston, Massachusetts 02109
FMR Corp. (3) ................................ 1,960,656 5.6
82 Devonshire Street
Boston, Massachusetts ;02109
Hendrik J. Hartong, Jr. (4) .................. 459,817 1.3
Guenter Rohrmann (5) ......................... 459,845 1.3
Robert J. O'Connell (6) ...................... 35,297 (12)
Dennis M. Dolan (7) .......................... 99,112 (12)
Giorgio Laccona (8) .......................... 46,722 (12)
13
Percentage of
Shares Owned Outstanding
Beneficial Owner Beneficially (#) Shares (%)(1)
---------------- ---------------- -------------
Daniel J. McCauley(9) ........................ 53,738 (12
John M. Fowler ............................... 45,000 (12)
Donald J. Keller ............................. 5,063 (12)
Andrew L. Lewis IV ........................... 12,607 (12)
Richard T. Niner (10) ........................ 357,087 1.0
John Radziwill ............................... 408,502 1.2
Noel E. Vargas (11) .......................... 468,478 1.3
All directors and executive officers
as a group (consisting of 13 persons) ........ 2,397,530 6.8
- --------------------
(1) Shares issuable upon the exercise of stock options owned by that person
which can be exercised within 60 days of April 24, 1998, 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 12, 1998,
Wellington shared voting power with respect to 1,904,694 and shared dispositive
power with respect to of 3,165,659 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 14, 1998 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 1,960,656 shares. This amendment indicates that FMR, Mr.
Johnson and Ms. Johnson have sole dispositive power over all 1,960,656 shares,
that FRM has sole voting power over 590,656 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) Includes 83,250 shares issuable upon the exercise of stock options.
(5) Includes 124,875 shares issuable upon the exercise of stock options.
(6) Includes 9,375 shares issuable upon the exercise of stock options.
(7) Includes 34,125 shares issuable upon the exercise of stock options.
(8) Includes 20,625shares issuable upon the exercise of stock options.
(9) Includes 21,750 shares issuable upon the exercise of stock options.
(10) Includes 5,061 shares held in custodial accounts for the benefit of
Mr. Niner's children.
(11) Includes 167,820 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.
(12) Less than 1%.
14
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 1997 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: /s/ Daniel J. McCauley
-------------------------
Daniel J. McCauley
Vice President, Secretary
and General Counsel
Dated: April 30, 1998
- -------------------
(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).