-----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, SiUGxdre4K2qXI5hUZGCISqmZ6N71shwU4aA9WIZwZv3Tf3j5WyEzbheGerx+dj/ 6lzT0geamnw20E9pp6APGA== 0000001750-03-000067.txt : 20031029 0000001750-03-000067.hdr.sgml : 20031029 20031029155841 ACCESSION NUMBER: 0000001750-03-000067 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031008 FILED AS OF DATE: 20031029 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCDONALD JAMES M CENTRAL INDEX KEY: 0001267325 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06263 FILM NUMBER: 03963738 MAIL ADDRESS: STREET 1: 1100 N WOOD DALE RD CITY: WOODDALE STATE: IL ZIP: 60191 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AAR CORP CENTRAL INDEX KEY: 0000001750 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT & PARTS [3720] IRS NUMBER: 362334820 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 BUSINESS ADDRESS: STREET 1: 1100 N WOOD DALE RD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 6302272000 MAIL ADDRESS: STREET 1: 1100 N WOOD DALE RD CITY: WOOD DALE STATE: IL ZIP: 60191 FORMER COMPANY: FORMER CONFORMED NAME: ALLEN AIRCRAFT RADIO INC DATE OF NAME CHANGE: 19700204 3/A 1 primary_doc.xml PRIMARY DOCUMENT X0201 3/A 2003-10-08 2003-10-16 0 0000001750 AAR CORP AIR 0001267325 MCDONALD JAMES M 1100 N WOOD DALE RD WOODDALE IL 60191 0 1 0 0 Vice President Common Stock 2060 D Stock Option 3.2 2002-10-09 2012-10-09 Common Stock 5000 D Stock Option 8.59 2002-07-09 2012-07-09 Common Stock 9000 D Stock Option 8.59 2002-07-09 2012-07-09 Common Stock 1800 D Stock Option 13.4375 2000-07-11 2010-07-11 Common Stock 7500 D Stock Option 14.9 2001-07-10 2011-07-10 Common Stock 5000 D Stock Option 16.0834 1996-10-09 2006-10-09 Common Stock 3000 D Stock Option 17.75 1998-10-14 2008-10-14 Common Stock 4000 D Stock Option 22.625 1999-07-13 2009-07-13 Common Stock 6000 D Stock Option 23.0834 1997-10-08 2007-10-08 Common Stock 3750 D The purpose of this filing is to file the power of attorney. The option vests in five equal installments beginning on October 9, 2003. Grantee may elect to pay the exercise price of the option or any tax withholding obligation in connection therewith by directing the Company to withhold a portion of the shares otherwise distributable to the grantee upon exercise or by transferring to the Company previously acquired shares, valued at their fair market value on such taxable date. 20% of grant shares exercisable upon the first to occur of (i) the date the average share price equals or exceeds a 10% increase in share value (subject to a minimum vesting waiting period of 6 months from date of grant), or (ii) next grant anniversary date. Shares become exercisable upon the first to occur of (i) the date the rolling 20-day average NYSE closing price equals or exceeds $10.74 (subject to a minimum vesting waiting period of 6 months from date of grant), and (ii) July 9, 2009. The option vests in five equal installments beginning on July 11, 2001. The option vests in five equal installments beginning on July 10, 2002. The option vests in five equal installments beginning on July 13, 2000. Jo-Ellen Kiddie, by Power of Attorney 2003-10-29 EX-24 3 pofa_mm.txt POWER OF ATTORNEY LIMITED POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Jo-Ellen Kiddie and Howard A. Pulsifer, signing singly, the undersigned's true and lawful attorney-in-fact to: 1. execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of AAR CORP. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; 2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and 3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in- fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of, and transactions in, securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of October, 2003. s/b J. Mark McDonald_______________ Signature J. Mark McDonald__________________ Print Name -----END PRIVACY-ENHANCED MESSAGE-----