1. Name and Address of Reporting Person
Clark, James J.
1100 N. Wood Dale Road
Wood Dale, IL 60191-
2. Date of Event Requiring Statement (Month/Day/Year)
08/15/2002
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Issuer Name and Ticker or Trading Symbol
AAR CORP. (AIR)
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( ) Director ( ) 10% Owner
(X) Officer (give title below) ( ) Other (specify below)
Vice President
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
TABLE I -- Non-Derivative Securities Beneficially Owned
+------------------------------------------+----------------------+----------------+-----------------------------------------------+
|1. Title of Security |2. Amount of |3. Ownership |4. Nature of Indirect Beneficial Ownership |
| | Securities | Form: | |
| | Beneficially Owned | Direct(D) or | |
| | | Indirect(I) | |
+------------------------------------------+----------------------+----------------+-----------------------------------------------+
Common Stock 15093 D
TABLE II -- Derivative Securities Beneficially Owned
+-----------------------+---------------------+---------------------------------+----------+-------------+-------------------------+
|1.Title of Derivative |2.Date Exercisable |3.Title and Amount of Securities |4.Conver- |5.Ownership |6. Nature of Indirect |
| Security | and Expiration Date| Underlying Derivative | sion or | Form of | Beneficial Ownership |
| | (Month/Day/Year) | Security | Exercise | Derivative | |
| +----------+----------+-----------------------+---------+ Price of | Security: | |
| | Date | Expira- | |Amount or| Deri- | Direct(D) or| |
| | Exer- | tion | Title |Number of| vative | Indirect(I) | |
| | cisable | Date | |Shares | Security | | |
+-----------------------+----------+----------+-----------------------+---------+----------+-------------+-------------------------+
Stock Option 01/12/1994 01/12/2003 Common Stock 3000 $8.0834 D
Stock Option 07/09/2003 07/09/2012 Common Stock 25000 $8.59 D
Stock Option 07/09/2009 07/09/2012 Common Stock 5000 $8.59 D
Stock Option 01/17/1996 01/17/2005 Common Stock 3750 $9.1667 D
Stock Option 01/11/1995 01/11/2004 Common Stock 3375 $10 D
Stock Option 10/11/1996 10/11/2005 Common Stock 3750 $11.6667 D
Stock Option 07/11/2001 07/11/2010 Common Stock 20000 $13.4375 D
Stock Option 07/10/2002 07/10/2011 Common Stock 15000 $14.9 D
Stock Option 10/09/1997 10/09/2006 Common Stock 4500 $16.0834 D
Stock Option 10/14/1999 10/14/2008 Common Stock 8750 $17.75 D
Stock Option 07/13/2000 07/13/2009 Common Stock 12750 $22.625 D
Stock Option 10/08/1998 10/08/2007 Common Stock 6000 $23.0834 D
Stock Option 07/28/1997 01/12/2003 Common Stock 792 $24.4584 D
Stock Option 07/28/1997 01/11/2004 Common Stock 827 $24.4584 D
Stock Option 07/28/1997 01/17/2005 Common Stock 561 $24.4584 D
Stock Option 07/28/1997 10/11/2005 Common Stock 357 $24.4584 D
Explanation of Responses:
2,400 shares of this grant have been exercised; 600 shares remain exercisable.
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 the 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.
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.
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.
1,500 shares of this grant have been exercised; 2,250 shares remain unexercised.
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 the fair market
value on such taxable date.
2,025 shares of this grant have been exercised; 1,350 shares remain unexercised.
Grantee may elect to pay the exercise price of the option or any tax withholding
obligation 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 the fair market value on
such taxable date.
750 shares of this grant have been exercised; 3,000 shares remain unexercised.
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 the fair market
value on such taxable date.
20% of shares become exercisable each grant anniversary date.
Reload option resulting from withholding of stock in payment of exercise price.
SIGNATURE OF REPORTING PERSON
/s/ James J. Clark
DATE
08/23/2002