Filed Pursuant to Rule 424(b)(3)
Registration No. 333-114855
PROSPECTUS SUPPLEMENT NO. 2
AAR CORP.
$75,000,000
2.875% Convertible Senior Notes due February 1, 2024
4,034,430 Shares of Common Stock
This prospectus supplement supplements the prospectus dated May 25, 2005 of AAR CORP. relating to the sale by certain of its securityholders (including their transferees, pledgees, donees, assignees or other successors) of AAR’s 2.87% Convertible Senior Notes due February 1, 2024 and 4,034,430 shares of its common stock issuable upon conversion, plus an indeterminate number of shares of common stock that may be issued from time to time upon conversion of the notes as a result of conversion rate adjustments, in circumstances described in the prospectus.
You should read this prospectus supplement in conjunction with the prospectus. This prospectus supplement is qualified by reference to the prospectus, except to the extent that the information in this prospectus supplement supersedes the information contained in the prospectus. Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the prospectus.
The following line items in the table of Selling Securityholders set forth on page 46 of the prospectus are hereby amended as follows:
|
Selling |
|
Original Principal |
|
Percentage of |
|
Number of Shares |
|
Percentage of |
|
|
|
AG Domestic Convertibles, L.P. (4) |
|
$ |
0 |
|
0.00 |
% |
0 |
|
0.00 |
% |
|
AG Offshore Convertibles, Ltd (4) |
|
$ |
6,250,000 |
|
8.33 |
% |
336,203 |
|
1.04 |
% |
See “Risk Factors” beginning on page 6 of the prospectus to read about important factors you should consider before buying the notes.
Neither the Securities and Exchange Commission nor any statue securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is August 5, 2005.