SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------- For Quarterly Period Ended NOVEMBER 30, 1997 Commission file number 1-6263 --------------------- ---------- AAR CORP. ---------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 36-2334820 - --------------------------------------- --------------------------------------- (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) ONE AAR PLACE, 1100 N. WOOD DALE ROAD, WOOD DALE, ILLINOIS 60191 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (630) 227-2000 ------------------------------ Former name, former address and former fiscal year, if changed since last report. 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 . ----- ----- (APPLICABLE ONLY TO CORPORATE ISSUERS) Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. $1.00 par value, 18,361,130 shares outstanding as of NOVEMBER 30, 1997 . - ---------- --------------- --------------------
AAR CORP. and Subsidiaries Quarterly Report on Form 10-Q November 30, 1997 Table of Contents Page ---- PART I - FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets 3 Condensed Consolidated Statements of Income 4 Condensed Consolidated Statements of Cash Flows 5 Notes to Condensed Consolidated Financial Statements 6-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9-12 PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders 13 Item 6. Exhibits and Reports on Form 8-K Exhibits 14 Reports on Form 8-K 14 Signature Page 15
PART I, ITEM 1 - FINANCIAL STATEMENTS AAR CORP. and Subsidiaries Condensed Consolidated Balance Sheets As of November 30, 1997 and May 31, 1997 (000s omitted) <TABLE> <CAPTION> November 30, May 31, 1997 1997 ------------ --------------- (Unaudited) (Derived from audited financial statements) <S> <C> <C> ASSETS Current assets: Cash and cash equivalents $ 6,990 $ 51,705 Accounts receivable, less allowances of $2,400 and $1,965 respectively 141,843 122,944 Inventories 207,887 176,921 Equipment on or available for short-term lease 50,668 40,318 Deferred tax assets, deposits and other 29,193 22,212 ------- -------- Total current assets 436,581 414,100 ------- -------- Property, plant and equipment, net 75,539 71,108 ------- -------- Other assets: Investments in leveraged leases 36,329 27,606 Cost in excess of underlying net assets of acquired companies 24,727 5,653 Retirement benefits, notes receivable and other 13,960 11,117 ------- -------- 75,016 44,376 ------- -------- $587,136 $529,584 ------- -------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Bank loans $ 21,693 $ - Current maturities of long-term debt 1,689 1,474 Accounts and notes payable 94,797 77,567 Accrued liabilities 18,530 17,647 Accrued taxes on income 1,617 3,293 ------- -------- Total current liabilities 138,326 99,981 ------- -------- Long-term debt, less current maturities 118,508 116,818 Deferred tax liabilities 35,117 32,560 Other liabilities 6,471 6,294 Retirement benefit obligation and deferred credits 5,384 4,672 ------- -------- 165,480 160,344 ------- -------- Stockholders' equity: Preferred stock, $1.00 par value, authorized 250 shares, none issued - - Common stock, $1.00 par value, authorized 80,000 shares; issued 19,053 and 18,932 shares, respectively 19,053 18,932 Capital surplus 145,551 141,016 Retained earnings 137,010 125,694 Treasury stock, 692 and 728 shares at cost, respectively (13,732) (13,365) Cumulative translation adjustments (4,552) (3,018) ------- -------- 283,330 269,259 ------- -------- $587,136 $529,584 ------- -------- </TABLE> The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements 3
AAR CORP. and Subsidiaries Condensed Consolidated Statements of Income For the Three and Six Months Ended November 30, 1997 and 1996 (Unaudited) (000s omitted except per share data) <TABLE> <CAPTION> Three Months Ended Six Months Ended November 30, November 30, ------------------------ ------------------------ 1997 1996 1997 1996 --------- --------- --------- --------- <S> <C> <C> <C> <C> Net sales $180,156 $135,675 $351,062 $271,712 ------- ------- ------- ------- Costs and operating expenses: Cost of sales 146,101 110,851 285,079 222,300 Selling, general and administrative 19,139 15,031 38,173 30,406 ------- ------- ------- ------- 165,240 125,882 323,252 252,706 Operating income 14,916 9,793 27,810 19,006 Interest expense (3,057) (2,569) (5,816) (5,194) Interest income 157 199 476 509 ------- ------- ------- ------- Income before provision for income taxes 12,016 7,423 22,470 14,321 Provision for income taxes 3,605 2,279 6,749 4,329 ------- ------- ------- ------- Net income $ 8,411 $ 5,144 $ 15,721 $ 9,992 ------- ------- ------- ------- ------- ------- ------- ------- Net income per share of common stock $ .46 $ .32 $ .86 $ .62 Average common shares outstanding 18,353 16,078 18,339 16,027 Dividends paid and declared per share of common stock $ .12 $ .12 $ .24 $ .24 </TABLE> The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements. 4
AAR CORP. and Subsidiaries Condensed Consolidated Statements of Cash Flows For the Six Months Ended November 30, 1997 and 1996 (Unaudited) (000s omitted) <TABLE> <CAPTION> Six Months Ended November 30, ------------------------- 1997 1996 ----------- ---------- <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 15,721 $ 9,992 Adjustments to reconcile net income to net cash provided from (used in) operating activities: Depreciation and amortization 7,251 5,634 Change in certain assets and liabilities: Accounts receivable (8,964) (12,878) Inventories (24,185) (24,150) Equipment on or available for short-term lease (10,478) 7,943 Retirement benefit obligation, deferred taxes, deposits and other (1,865) (526) Accounts and notes payable and other liabilities 9,598 26,331 Accrued liabilities and taxes on income (4,980) (1,233) ------- ------- Net cash (used in) provided from operating activities (17,902) 11,113 ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Property, plant and equipment expenditures, net (6,326) (18,993) Acquisition, less cash acquired (18,973) - Investment in leveraged leases (8,723) 1,410 Notes receivable and other (4,023) (3,105) ------- ------- Net cash used in investing activities (38,045) (20,688) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Change in borrowings 14,032 (753) Cash dividends (4,405) (3,854) Purchase of treasury stock - (1,165) Proceeds from exercise of stock options and other 1,573 1,233 ------- ------- Net cash provided from (used in) financing activities 11,200 (4,539) ------- ------- Effect of exchange rate changes on cash 32 82 ------- ------- Decrease in cash and cash equivalents (44,715) (14,032) Cash and cash equivalents, beginning of period 51,705 33,606 ------- ------- Cash and cash equivalents, end of period $ 6,990 $19,574 ------- ------- </TABLE> The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements. 5
AAR CORP. and Subsidiaries Notes to Condensed Consolidated Financial Statements November 30, 1997 (000s omitted) NOTE A - BASIS OF PRESENTATION The accompanying condensed consolidated financial statements include the accounts of AAR CORP. ("the Company") and its subsidiaries after elimination of intercompany accounts and transactions. These statements have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The condensed consolidated balance sheet as of May 31, 1997 has been derived from audited financial statements. To prepare the financial statements in conformity with generally accepted accounting principles, management has made a number of estimates and assumptions relating to the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Certain information and footnote disclosures, normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted pursuant to such rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's latest annual report on Form 10-K. In the opinion of management of the Company, the condensed consolidated financial statements reflect all adjustments (which consist only of normal recurring adjustments) necessary to present fairly the condensed consolidated financial position of AAR CORP. and its subsidiaries as of November 30, 1997 and the condensed consolidated results of operations for the three and six months ended November 30, 1997 and 1996, and the condensed consolidated cash flows for the six months ended November 30, 1997 and 1996. The results of operations for such interim periods are not necessarily indicative of the results for the full year. Certain prior period amounts have been reclassified to conform to the November 30, 1997 presentation. NOTE B - INVENTORY The summary of inventories is as follows: November 30, May 31, 1997 1997 ------------ --------- Raw materials and parts $ 42,056 $ 36,067 Work-in-process 15,229 15,477 Purchased aircraft, parts, engines and components held for sale 149,127 124,212 Finished goods 1,475 1,165 --------- --------- $207,887 $176,921 --------- --------- --------- --------- 6
AAR CORP. and Subsidiaries Notes to Condensed Consolidated Financial Statements November 30, 1997 (Continued) (000s omitted) NOTE C - SUPPLEMENTAL CASH FLOWS INFORMATION Supplemental information on cash flows: Six Months Ended November 30, ----------------------- 1997 1996 -------- -------- Interest paid $5,703 $5,150 Income taxes paid 2,850 2,525 Income tax refunds received 215 125 On October 24, 1997, the Company purchased the stock of ATR International, Inc. (ATR), a company which engineers and manufactures composite parts and structures for the aerospace/aviation industry. The Company acquired ATR for approximately $19 million cash and the transaction was recorded under the purchase method of accounting. On June 2, 1997, the Company acquired substantially all of the assets and assumed certain liabilities of Cooper Aviation Industries, Inc. (Cooper), a distributor of factory-new aviation parts and accessories to the commercial, regional/commuter and general aviation markets. The purchase price was paid by issuing approximately 93 thousand common shares and the transaction was recorded under the purchase method of accounting. NOTE D - CUMULATIVE TRANSLATION ADJUSTMENTS The cumulative translation adjustments account changed due to a net translation loss of $1,534 for the six-month period ended November 30, 1997. The change resulted from a decrease in the value of the Company's net investment in foreign operations primarily resulting from an increase in the value of the U.S. dollar against most European currencies. The noncash adjustment did not affect the Company's results of operations. NOTE E - COMMON STOCK AND NET INCOME PER SHARE OF COMMON STOCK Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Common stock equivalents consisting of employee stock options have not been included in the per share calculations as their dilutive effect is not material. NOTE F - NEW ACCOUNTING STANDARDS The Financial Accounting Standards Board issued SFAS No. 128 "Earnings Per Share" in February, 1997. SFAS No. 128 was issued to simplify the computation of earnings per share (EPS) calculations and to make U.S. standards more compatible with the EPS standards of other countries and that of the International Accounting Standards Committee. The standard replaces the presentation of primary EPS with a presentation of basic EPS, and fully diluted EPS with diluted EPS. The Company is required to adopt the provisions of SFAS No. 128 in its third quarter of fiscal 1998. 7
AAR CORP. and Subsidiaries Notes to Condensed Consolidated Financial Statements November 30, 1997 (Continued) (000s omitted) NOTE F - NEW ACCOUNTING STANDARDS (CONTINUED) SFAS No. 130, "Reporting Comprehensive Income" is effective for fiscal years beginning after December 15, 1997. SFAS No. 130 establishes standards for the reporting and display of comprehensive income and its components (revenues, expenses, gains and losses) in a full set of general-purpose financial statements. The Statement requires that all items that are required to be recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. The Company is evaluating the Statement's provisions to determine how it will present comprehensive income in its financial statements. The Company will adopt SFAS No. 130 in fiscal 1999. SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information" is effective for financial statements for periods beginning after December 15, 1997. SFAS No. 131 establishes standards for the way public companies report financial and descriptive information about reportable operating segments in annual financial statements and interim financial reports issued to stockholders. SFAS No. 131 supersedes SFAS No. 14, "Financial Reporting for Segments of a Business Enterprise", but retains the requirement to report information about major customers. The Company is evaluating the new Statement's provisions to determine the additional disclosures required in its financial statements, if any, and will adopt SFAS No. 131 in its fourth quarter of fiscal 1998. NOTE G - SUBSEQUENT EVENTS On December 15, 1997, the Company sold $60 million of 6.875% notes due December 15, 2007. The notes were priced at 99.80 to yield 6.903%. On December 31, 1997, the Company acquired substantially all of the assets and assumed certain liabilities of AVSCO Aviation Service Corporation (AVSCO), a distributor of factory new parts and accessories to the commercial, regional/commuter and general aviation markets. The purchase price of approximately $18.4 million was paid for with a combination of cash and a note and the transaction was recorded under the purchase method of accounting. 8
PART I, ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AAR CORP. AND SUBSIDIARIES RESULTS OF OPERATIONS (000s omitted except percent data) THREE AND SIX-MONTH PERIOD ENDED NOVEMBER 30, 1997 - -------------------------------------------------- (as compared with the same period of the prior year) The Company reports its activities in one business segment: Aviation Services. The table below sets forth consolidated net sales for the Company's classes of similar products and services within this segment for the three and six months ended November 30, 1997 and 1996. Prior period amounts have been reclassified to conform to the current year presentation. <TABLE> <CAPTION> Three Months Ended Six Months Ended November 30, November 30, ------------------------ ------------------------ 1997 1996 1997 1996 --------- --------- --------- --------- <S> <C> <C> <C> <C> Net Sales: Aircraft and Engines $ 76,943 $ 56,372 $156,724 $115,892 Airframe and Accessories 74,535 55,562 144,601 103,770 Manufacturing 28,678 23,741 49,737 52,050 ------- ------- ------- ------- $180,156 $135,675 $351,062 $271,712 ------- ------- ------- ------- ------- ------- ------- ------- </TABLE> THREE-MONTH PERIOD ENDED NOVEMBER 30, 1997 - ------------------------------------------ (as compared with the same period of the prior year) Consolidated net sales for the second quarter of the Company's fiscal year ending May 31, 1998 (fiscal 1998) increased $44,481 or 32.8% over the same period in the prior year. The Company experienced increased sales in all three business groups as it continues to benefit from the successful implementation of its long-term strategies and a favorable industry environment. Aircraft and Engines sales increased $20,571 or 36.5% over the prior year period reflecting strong growth in its engine and engine parts businesses. Airframe and Accessories sales increased $18,973 or 34.1% reflecting the inclusion of results of Cooper Aviation and increased demand for certain aircraft maintenance and aircraft component repair services. Manufacturing sales increased $4,937 or 20.8% over the prior year period reflecting higher demand for its products supporting the United States Government's rapid deployment program and its cargo loading and handling systems, as well as the inclusion of approximately one month's sales of ATR. Consolidated gross profit increased $9,231 or 37.2% over the prior year period due to increased consolidated net sales and an increase in the consolidated gross profit margin to 18.9 % from 18.3%. The increase in the consolidated gross profit margin was primarily attributable to the favorable mix of inventories sold in certain Aircraft and Engine businesses and improved margins in the Company's principal Manufacturing business. Consolidated operating income increased $5,123 or 52.3% and the Company's operating income margin increased to 8.3% compared to the prior year period's margin of 7.2% as a result of increased net sales and gross profit, partially offset by higher selling, general and administrative expenses. Selling, general and administrative expenses were lower as a percentage of consolidated net sales, however, total expenses increased principally due to the inclusion of Cooper and ATR and higher marketing support and personnel costs. Consolidated net income increased $3,267 or 63.5% over the prior year period due primarily to the factors discussed above. 9
PART I, ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AAR CORP. AND SUBSIDIARIES RESULTS OF OPERATIONS (000s omitted except ratios) SIX-MONTH PERIOD ENDED NOVEMBER 30, 1997 - -------------------------------------------------- (as compared with the same period of the prior year) Consolidated net sales for the first half of fiscal 1998 increased $79,350 or 29.2% over the prior year period reflecting increased demand for the Company's products and services. Aircraft and Engines sales increased $40,832 or 35.2% over the prior year period due to higher sales in its engine and engine parts businesses. The sales increase in the engine and engine parts business continues to be driven by the success of the Company's long-term inventory management programs. Airframe and Accessories sales increased $40,831 or 39.3% reflecting sales from the acquisition of Cooper as well as higher airframe parts trading sales and higher sales resulting from increased aircraft maintenance and component repair services. Manufacturing sales were $2,313 or 4.4% below the prior year period, reflecting lower sales of its products supporting the United States Government's rapid deployment program in the first quarter of fiscal 1998. Consolidated gross profit increased $16,571 or 33.5% over the prior year period due to increased consolidated net sales as well as an increase in the consolidated gross profit margin to 18.8% from 18.2% in the prior year period. The improvement in consolidated gross profit margin was due primarily to the mix of inventories sold in certain Aircraft and Engines businesses. Consolidated operating income increased $8,804 or 46.3% over the same six-month period in the prior year, and the Company's operating income margin increased to 7.9% compared to the prior year period's margin of 7.0% as a result of increased net sales, partially offset by higher selling, general and administrative expenses. Selling, general and administrative expenses were lower as a percentage of consolidated net sales, however, total expenses increased principally due to the inclusion of Cooper and ATR and higher marketing support and personnel costs. Consolidated net income increased $5,729 or 57.3% primarily as a result of the factors discussed above. 10
PART I, ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AAR CORP. AND SUBSIDIARIES FINANCIAL CONDITION (000s omitted except ratios) AT NOVEMBER 30, 1997 At November 30, 1997, the Company's liquidity and capital resources included cash of $6,990 and working capital of $298,255. At November 30, 1997, the Company's ratio of long-term debt to capitalization was 29.5%, down from 30.3% at May 31, 1997. During the six month period ended November 30, 1997, the Company's operations used $17,902 of cash compared to $11,113 provided by operations in the six month period ended November 30, 1996. The reduction in cash generated from operations was due principally to inventory and related equipment investments made as a result of the increases in demand for certain products and services. During the six month period ended November 30,1997, the Company's investing activities used $38,045 of cash, compared to $20,688 in the six month period ended November 30, 1996. This increase is attributable to the purchase of ATR for approximately $19,000 and an investment in a new leveraged lease for $8,320 partially offset by a reduction in capital expenditures during the six month period. Cash provided from financing activities during the six month period ended November 30, 1997 was $11,200, compared to $4,539 used in financing activities for the six month period ended November 30, 1996. The increase in cash provided from financing activities was primarily the result of an increase to short-term borrowings under the Company's credit facilities, partially offset by the repayment of $6,942 of debt assumed in the Cooper acquisition. On December 15, 1997, the Company sold $60 million of 6.875% notes due December 15, 2007. The notes were priced at 99.80 to yield 6.903%. Proceeds from the offering will be used to pay down short-term interest-rate-sensitive-bank lines and to continue to build the business through acquisitions, internal development and advantageous inventory purchases. The Company believes that its cash and cash equivalents and available sources of financing will continue to provide the Company with the ability to meet its ongoing working capital requirements, make anticipated capital expenditures, meet contractual commitments, and pay dividends. A summary of key financial conditions, ratios, and lines of credit follows: November 30, May 31, Description 1997 1997 ----------------- ------------ ---------- Working capital $298,255 $314,119 Current ratio 3.2:1 4.1:1 Bank credit lines: Borrowings outstanding $ 21,693 $ -- Available but unused lines 129,330 136,283 ------------ ----------- Total credit lines $151,023 $136,283 ------------ ----------- ------------ ----------- Long-term debt, less current maturities $118,508 $116,818 Ratio of long-term debt to capitalization 29.5% 30.3% 11
PART I, ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AAR CORP. AND SUBSIDIARIES FINANCIAL CONDITION (CONTINUED) (000s omitted except ratios) AT NOVEMBER 30, 1997 (CONTINUED) Currently, all of the Company's major financial systems and the significant business applications in the Company's engine and airframe parts trading operations are Year 2000 compliant. Recently, the Company has undertaken a systems enhancement program for other business applications which will substantially enhance the capabilities of the Company's information technology systems, including a substantial upgrade to the information systems in the Company's recently acquired new parts distribution businesses. All of the Company's business applications will be Year 2000 compliant after the aforementioned enhancements have been made. The capital outlay associated with the upgrade of the Company's information systems is not expected to have a material impact on the Company's financial position or results of operations. 12
PART II - OTHER INFORMATION AAR CORP. and Subsidiaries November 30, 1997 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Annual Meeting of Stockholders of the Company was held on October 8, 1997. The following four items were acted upon at the meeting: 1) Election of three Class I directors to serve until the 2000 Annual Meeting of Stockholders. There were no abstentions and no broker non-votes for any of the nominees for director. The number of votes cast for, or withheld, for each nominee for director were as follows: For Withheld ----------- -------- Erwin E. Schulze 16,208,157 - Joel D. Spungin 16,210,520 - David P. Storch 16,210,274 - 2) Amendment to the Company's Stock Benefit Plan to limit to 300,000 the number of shares of Common Stock that may be granted under the Plan to any grantee during any 12-month period. The results of the vote were as follows: For 16,081,350 Against 117,717 Abstain 38,802 3) Approval of performance goals established by the Compensation Committee of the Board of Directors of the Company under the performance restricted stock incentive program for David P. Storch, the Company's Chief Executive Officer, as described in the Company's proxy statement dated August 28, 1997. The results of the vote were as follows: For 15,970,278 Against 223,464 Abstain 44,127 4) Approval of the AAR Corp. Section 162 (m) performance-based annual cash bonus program adopted by the Compensation Committee of the Board of Directors of the Company to executive officers of the Company, as described in the Company's proxy statement dated August 28, 1997. The results of the vote were as follows: For 16,053,527 Against 140,746 Abstain 43,596 No other matters were presented to the Company's stockholders for action at the Annual Meeting of Stockholders. 13
PART II - OTHER INFORMATION AAR CORP. and Subsidiaries November 30, 1997 Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS 10. Material Contracts 10.1 Third amendment dated May 6, 1997 to AAR CORP. Stock Benefit Plan. 10.3 Fourth and Fifth amendments to Employment agreement dated August 1, 1985 between the Registrant and Ira A. Eichner dated October 9, 1996 and October 31, 1997, respectively. 10.7 Second and Third amendments to Employment agreement dated June 1, 1994 between the Registrant and David P. Storch dated May 29, 1997 and July 14, 1997, respectively. 10.8 Amended and Restated Severance and Change in Control agreement dated April 8, 1997 between the Registrant and Philip C. Slapke. 10.9 Amended and Restated Severance and Change in Control agreement dated April 8, 1997 between the Registrant and Howard A. Pulsifer. 10.10 Amended and Restated Severance and Change in Control agreement dated April 8, 1997 between the Registrant and Timothy J. Romenesko. 27. Financial 27.1 Financial Data Schedule for the Data Schedule Registrant's six-month interim period ended November 30, 1997. (b) REPORTS ON FORM 8-K FOR QUARTER ENDED NOVEMBER 30, 1997: The Company filed no reports on Form 8-K during the three months ended November 30, 1997. 14
SIGNATURE Pursuant to the requirements 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. AAR CORP. ------------------------------ (Registrant) Date: January 13, 1998 /s/ Timothy J. Romenesko ------------------ -------------------------------------- Timothy J. Romenesko Vice President and Chief Financial Officer (Principal accounting officer and officer duly authorized to sign on behalf of registrant) 15