Edgar Filing: HEICO CORP

As filed with the Securities and Exchange Commission on May 11, 2004
File No. 333-115112

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Amendment No. 1

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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HEICO Corporation
(Exact Name of Registrant as Specified in Its Charter)

3000 Taft Street
Hollywood, Florida 33021
Florida (Address, Including Zip Code,
(State or Other and Telephone Number,
Jurisdiction of Including Area Code, of 65-0341002
Incorporation or Registrant's Principal (I.R.S. Employer
Organization) Executive Offices) Identification Number)

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Thomas S. Irwin, Executive Vice President and Chief Financial Officer
HEICO Corporation
3000 Taft Street
Hollywood, Florida 33021
Phone: (954) 987-4000 Fax: (954) 987-8228
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)

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With a copy to:
Jonathan L. Awner, Esq.
Akerman Senterfitt
One Southeast Third Avenue, 28th Floor
Miami, FL 33131
Phone: (305) 374-5600 Fax: (305) 374-5095

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Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE
===================================================================================================================================
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES AMOUNT TO AGGREGATE OFFERING AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED/(1)/ BE REGISTERED PRICE PER UNIT PRICE(2) FEE
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Common Stock, par value $.01 per share........... (3) (4) -- --
Class A Common Stock, par value $.01 per share... (3) (4) -- --
Preferred Stock, par value $.01 per share........ (5) (4) -- --
Debt Securities.................................. (6) (4) -- --
Depositary Shares................................ (7) (4) -- --
Warrants......................................... (8) (4) -- --
Units............................................ (9) (4) -- --
-------------- ------- ---------------- ------------
Subtotal....................................... -- -- $ 120,000,000.00 $ 15,204.00/(10)/
Secondary Offering of Class A Common Stock
by Selling Shareholders......................... 500,000 Shares $ 13.51/(11)/ 6,755,000.00/(11)/ 855.86
Total.......................................... $ 126,712,500.00 $ 16,059.86/(12)/
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(Footnotes appear on the following page)

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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

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(1) This Registration Statement also covers common stock, Class A common
stock, preferred shares, debt securities, depository shares, warrants
and units which may be issued in exchange for, or upon conversion of, as
the case may be, the securities registered hereunder.

(2) In no event will the aggregate maximum offering price of all securities
issued and sold by the Registrant pursuant to this Registration
Statement exceed $120,000,000 or the equivalent thereof in foreign
currencies or currency units. Any securities registered hereunder may be
sold separately, together or as units with other securities registered
hereunder.

(3) Subject to footnote 2, there is being registered hereunder an
indeterminate number of shares of common stock and Class A common stock
as may be sold, from time to time, by the Registrant. There also is
being registered hereunder an indeterminate number of shares of common
stock and Class A common stock as may be issuable upon conversion of the
debt securities or the preferred stock, upon exercise of warrants, or as
may be part of unit securities registered hereby. The aggregate amount
of common stock and Class A common stock registered hereunder is
limited, solely for purposes of any market offerings, to that which is
permissible under Rule 415(a)(4) under the Securities Act of 1933, as
amended. Preferred share purchase rights automatically attach to any
shares of HEICO common stock and Class A common stock that are
registered hereunder. These rights will be issued for no additional
consideration because the value attributable to the rights, if any, is
reflected in the value of the common stock and Class A common stock.
Accordingly, no additional registration fee is payable.

(4) The proposed maximum offering price per unit (a) has been omitted
pursuant to Instruction II.D of Form S-3 and (b) will be determined,
from time to time, by the Registrant in connection with the issuance by
the Registrant of the securities registered hereunder.

(5) Subject to footnote 2, there is being registered hereunder an
indeterminate number of shares of preferred stock as may be sold, from
time to time, by the Registrant. There also is being registered
hereunder an indeterminate number of shares of preferred stock as shall
be issuable upon exercise of warrants, or as may be part of unit
securities registered hereby. In addition, there is being registered
hereunder such indeterminate number of shares of preferred stock, for
which no consideration will be received by the Registrant, as may be
issued upon conversion or exchange of debt securities of the Registrant.

(6) Subject to footnote 2, there is being registered hereunder an
indeterminate principal amount of debt securities as may be sold, from
time to time, by the Registrant. Such amount shall be increased, if any
debt securities are issued at an original issue discount, by an amount
such that the net proceeds to be received by the Registrant shall be
equal to the above amount to be registered. Also, in addition to any
debt securities that may be issued directly under this Registration
Statement, there is being registered hereunder such indeterminate amount
of debt securities as may be issued upon conversion or exchange of other
debt securities, preferred stock or depositary shares of the Registrant,
for which no consideration will be received by the Registrant, or upon
exercise of warrants, or as may be part of unit securities registered
hereby.

(7) Subject to footnote 2, there is being registered hereunder an
indeterminate number of depository shares, such indeterminate number of
depositary shares to be evidenced by depositary receipts, representing a
fractional interest of a share of preferred stock.

(8) Subject to footnote 2, there is being registered hereunder an
indeterminate number of warrants representing rights to purchase debt
securities, shares of common stock, Class A common stock or preferred
stock or depositary shares of the Registrant registered hereby.

(9) Subject to footnote 2, there is being registered hereunder an
indeterminate number of units comprising one or more debt securities,
shares of common stock, shares of Class A common stock, shares of
preferred stock, and warrants in any combination.

(10) Calculated pursuant to Rule 457(o) of the rules and regulations under
the Securities Act of 1933, as amended.

(11) Calculated in accordance with Rule 457(c) under the Securities Act of
1933, as amended, based on the high and low sales prices of the Class A
Common Stock as reported on the NYSE on April 29, 2004.

(12) Previously paid.

The information in this prospectus is not complete and may be changed. Neither
we nor the selling shareholders may sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.

Subject To Completion, dated May 11, 2004

PROSPECTUS

$120,000,000

[LOGO OF HEICO CORPORATION]

Common Stock
Class A Common Stock
Preferred Stock
Debt Securities
Depository Shares
Warrants
Units

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HEICO Corporation may offer from time to time up to $120,000,000 of
common stock, Class A common stock, preferred stock, debt securities, depositary
shares, warrants and units. In addition, the selling shareholders listed on the
selling shareholder table included in this prospectus may from time to time
offer up to 500,000 shares of Class A common stock. We will not receive any
proceeds from sales of common shares by the selling shareholders.

This prospectus describes the general terms of these securities and the
general manner in which we and the selling shareholders will offer the
securities. The specific terms of any securities we or the selling shareholders
offer will be included in a supplement to this prospectus. The prospectus
supplement will also describe the specific manner in which we and the selling
shareholders will offer the securities. The prospectus supplements may also add,
update or change information contained in this prospectus. You should read this
prospectus and any supplements carefully before you invest. This prospectus may
not be used to sell securities unless accompanied by a prospectus supplement.

Our common stock is traded on the New York Stock Exchange under the
symbol "HEI." The last reported sale price of our common stock on April 29,
2004, was $16.80 per share. Our Class A common stock trades on the NYSE under
the symbol "HEI.A." The last reported sale price of our Class A common stock
April 29, 2004 was $13.58 per share. We will make application to list any shares
of common stock or Class A common stock sold pursuant to a supplement to this
prospectus on the NYSE. We have not determined whether we will list any of the
other securities we may offer on any exchange or over-the-counter market. If we
decide to seek the listing of any securities, the supplement will disclose the
exchange or market.

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Investing in these securities involves risks. See "Risk Factors"
beginning on page 6 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

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The date of this prospectus is .

TABLE OF CONTENTS

PAGE
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About This Prospectus.......................................................ii
Forward-Looking Statements..................................................ii
Prospectus Summary...........................................................3
Risk Factors.................................................................6
Use of Proceeds.............................................................12
Dividend Policy.............................................................12
Price Range of Common Stock and Class A Common Stock and Dividends..........13
Ratio of Earnings To Fixed Charges..........................................14
Selling Shareholders........................................................15
Description of Our Capital Stock............................................17
Description of Debt Securities..............................................19
Description of Depositary Shares............................................28
Description of Warrants.....................................................31
Description of Units........................................................34
Legal Ownership of Securities...............................................36
Plan of Distribution........................................................39
Legal Matters...............................................................41
Experts.....................................................................41
Where You Can Find More Information.........................................42
Incorporation of Documents by Reference.....................................42

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You should rely only on the information contained or incorporated by
reference in this prospectus. Neither we nor the selling shareholders have
authorized anyone to provide you with different information. If anyone provides
you with different or inconsistent information, you should not rely on it.
Neither we nor the selling shareholders are making an offer to sell these
securities in any jurisdiction where the offer or sale of these securities is
not permitted. You should assume that the information appearing in this
prospectus is accurate only as of the date on the front cover of this prospectus
and that any information we have incorporated by reference is accurate only as
of the date of the document incorporated by reference. Our business, financial
condition, results of operations and prospects may have changed since these
dates.

ABOUT THIS PROSPECTUS

This prospectus is part of a Registration Statement on Form S-3 that we
filed with the Securities and Exchange Commission utilizing a "shelf"
registration process. Under this shelf registration process, we may, from time
to time, sell any combination of securities described in this prospectus in one
or more offerings. In addition, the selling shareholders listed on the table
included in this prospectus may offer up to 500,000 shares of our Class A common
stock. This prospectus provides you with a general description of the securities
we and the selling shareholders may offer. Each time we or the selling
shareholders sell securities, we will provide a prospectus supplement that will
contain specific information about the terms of that offering and the securities
being offered. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any applicable prospectus supplement together with additional information
described below under the heading "Where You Can Find More Information."

When used in this prospectus and any prospectus supplement, the terms
"HEICO," "we," "our," and "us" refer to HEICO Corporation and its subsidiaries.
The following summary contains basic information about us. It likely does not
contain all the information that is important to you. We encourage you to read
this entire prospectus, any prospectus supplement and the documents to which we
have referred you before you choose to invest in these securities.

FORWARD-LOOKING STATEMENTS

This prospectus contains "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements
reflect our current views about future events and are subject to risks,
uncertainties and assumptions. We caution readers that certain important factors
may have affected and could in the future affect our actual results and could
cause actual results to differ significantly from those expressed in any
forward-looking statement. We undertake no obligation to update or revise any
forward-looking statement, whether as a result of new information, future events
or otherwise. The most important factors that could prevent us from achieving
our goals and cause the assumptions underlying forward-looking statements and
the actual results to differ materially from those expressed in or implied by
those forward-looking statements include the following:

. lower demand for commercial air travel or airline fleet changes;
. our ability to comply with government regulation compliance;
. retirement of commercial aircraft;
. reduction in defense or space spending by military and other
government agencies;
. competition from existing and new competitors;
. ineffective development and manufacture of new products, equipment
and services;
. increased product specification costs and requirements;
. uninsured product liability claims and environmental liabilities
brought against us; and
. our inability to grow our company, organically or through
acquisitions.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this
prospectus. It is not complete and may not contain all of the information that
you should consider before investing in these securities. You should carefully
read the entire prospectus, including the "Risk Factors" section, the documents
incorporated by reference into this prospectus and any prospectus supplement.

HEICO CORPORATION

HEICO Corporation believes it is the world's largest manufacturer of
Federal Aviation Administration approved jet engine and aircraft component
replacement parts, other than the original equipment manufacturers, which we
refer to as "OEMs," and their subcontractors. HEICO is also a leading
manufacturer of various types of electronic equipment for the aviation, defense,
space, medical, telecommunications and electronics industries.

Our business is comprised of two operating segments:

The Flight Support Group. Our Flight Support Group, consisting of HEICO
Aerospace Holdings Corp. and its subsidiaries, accounted for 73% of our revenues
in fiscal 2003. This Group uses proprietary technology to design and manufacture
jet engine and aircraft component replacement parts for sale at lower prices
than those manufactured by OEMs. These parts are approved by the FAA and are the
functional equivalent of parts sold by OEMs. In addition, the Flight Support
Group repairs, refurbishes and overhauls jet engine and aircraft components for
domestic and foreign commercial air carriers and aircraft repair companies, and
manufactures thermal insulation products and other component parts primarily for
aerospace, defense and commercial applications.

The Flight Support Group competes with the leading industry OEMs and, to
a lesser extent, with a number of smaller, independent parts distributors.
Historically, the three principal jet engine OEMs, General Electric (including
CFM International), Pratt & Whitney and Rolls Royce, have been the sole source
of substantially all jet engine replacement parts for their jet engines. Other
OEMs have been the sole source of replacement parts for their aircraft component
parts. While we believe that we currently supply less than 2% of the market for
jet engine and aircraft component replacement parts, we have consistently been
adding new products to our line and currently hold Parts Manufacturer Approvals,
which we refer to as "PMAs," from the FAA for approximately 3,200 jet engine and
aircraft component replacement parts.

We believe that, based on our competitive pricing, reputation for high
quality, short lead time requirements, strong relationships with domestic and
foreign commercial air carriers and repair stations (companies that overhaul
aircraft engines and/or components), strategic relationships with Lufthansa and
other major airlines and successful track record of receiving PMAs from the FAA,
we are uniquely positioned to continue to increase our product lines and gain
market share.

The Electronic Technologies Group. Our Electronic Technologies Group,
consisting of HEICO Electronic Technologies Corp. and its subsidiaries,
accounted for 27% of our revenues in fiscal 2003. Through our Electronic
Technologies Group, which derived approximately 60% of its sales in fiscal 2003
from the sale of products and services to U.S. and foreign military agencies, we
design, manufacture and sell various types of electronic, microwave and
electro-optical products, including infrared simulation and test equipment,
hybrid laser rangefinder receivers, electrical power supplies, back-up power
supplies, electromagnetic interference and radio frequency interference
shielding, high power laser diode drivers, amplifiers, photodetectors, amplifier
modules and flash lamp drivers. In addition, the Electronic

Technologies Group also repairs and overhauls inertial navigation systems and
other avionics, instruments, and components for commercial, military and
business aircraft operators.

We have continuously operated in the aerospace industry for more than 40
years. Since assuming control in 1990, our current management has achieved
significant sales and profit growth through a broadened line of product
offerings, an expanded customer base, increased research and development
expenditures and the completion of a number of acquisitions. As a result of
internal growth and acquisitions, our revenues have grown from $32.3 million in
fiscal 1990 to $176.5 million in fiscal 2003, a compound annual growth rate of
approximately 14%. During the same period, we improved our income from a net
loss of $0.5 million to a net income of $12.2 million.

INDUSTRY TRENDS

We feel we are well positioned among our competitors and expect to
capitalize on a number of trends in the aviation and defense industries that
will contribute to growth in the market for jet engine replacement parts,
aircraft repair and overhaul services and electronic equipment:

. Improved Outlook for Commercial Aerospace Market. The near term outlook
has improved as the positive trend in revenue per available seat mile is
expected to continue, along with the continuation of cost reduction
efforts industry-wide. Capacity, as measured by available seat miles, is
also expected to increase as some previously parked aircraft are
redeployed. The long term outlook remains positive due to expected
commercial and cargo traffic and fleet growth over the next 20 years.
These trends should increase the need for replacement parts and
maintenance on existing and new aircraft.

. Increased Commercial Aviation Outsourcing. Airlines have come under
increasing pressure during the last decade to reduce the costs
associated with providing air transportation services and have been
increasingly outsourcing many of these services, including maintenance,
repair and overhaul services. We believe that as a result of this
outsourcing trend, the volume of business handled by outside providers,
such as HEICO, in the jet engine maintenance, repair and overhaul
industry should continue to grow.

. Consolidation of the Commercial Aviation Service and Supply Chain. In
order to reduce purchasing costs and streamline purchasing decisions,
airline purchasing departments have been reducing the number of their
"approved" suppliers. We believe that only those participants with
adequate financial resources and a reputation for quality will continue
to be selected as approved suppliers and survive the consolidation.

. Increased Safety Requirements. We believe that the trend toward more
stringent maintenance requirements and more frequent maintenance and
overhaul has increased the size of the market for the replacement or
repair of jet engine and aircraft components. We believe that, because
of our established ability to satisfy the FAA's PMA process and our
long-standing emphasis on quality control, HEICO will benefit from the
evolving maintenance and safety standards.

. Increasing Military and Space Spending. We believe the recent trend in
increased military spending is likely to continue as the federal
government is considering further increases in national defense budgets.
According to the United States Office of Management and Budget, national
defense spending increased, on average, 8.6% per annum from 1998 to 2003
as the United States has increased its efforts in the war on terrorism.
In addition, we believe the global space industry will continue to grow.
According to the International Space Business Council, the space
industry generated $96.9 billion in revenues in 2003 and is expected to
reach $104.6 billion in 2004, an increase of 7.9%. These trends may
increase demand for our products.

GROWTH STRATEGY

We feel we are well positioned within our industry due to several
competitive strengths. These include having an extensive product line of jet
engine and aircraft component replacement parts, a competitive price advantage
over the OEMs, a reputation for quality, niche market positions for several of
our electro-optical products, extensive and consistent new product research and
development and excellent strategic partnerships. We intend to employ the
following strategies to enhance these competitive strengths and help ensure
profitable growth going forward:

. Expand New Product Development. We intend to broaden our current jet
engine and aircraft component replacement parts product lines through
the development and receipt of additional PMAs from the FAA and thereby
increase our market penetration. We intend to operate in markets that
offer a high growth profile and produce products that hold niche
positions with high margin potential.

. Expand Our Electronics, Defense and Space Businesses. We intend to grow
our presence in these markets. We will continue to focus on developing
advanced and proprietary technology that can be used in products
involving greater stand-off targeting by the United States military and
allied foreign military customers and for the development of those
products, as United States military strategy is increasingly based upon
attacking enemy targets from greater distances. In addition, our
products frequently offer a lower cost alternative for major military
prime contractors and the U.S. government compared with other
development or testing methods.

. Create New Strategic Relationships. In 1997, we formed a strategic
alliance with Lufthansa. In connection with this strategic alliance,
Lufthansa has invested over $50 million in our company, to acquire and
maintain a 20% minority interest in HEICO Aerospace, and to partially
fund the accelerated development of additional FAA-approved replacement
parts for jet engines and aircraft components. In addition, we have
established strategic relationships with other leading airlines such as
American Airlines, United Airlines, Air Canada, Delta Air Lines and
Japan Airlines, providing these customers with a reliable supply of low
cost replacement parts and, to a lesser extent, to share costs and risks
associated with new product development. We will continue to seek
partnerships that offer similar advantages to both HEICO and our
customers.

. Effectively Utilize Our Competitive Pricing Model and Our Reputation for
Quality. We offer high quality replacement parts at lower prices than
the OEMs. These replacement parts are available for sale once they have
completed a comprehensive FAA approval process. Based on our success in
receiving PMAs from the FAA, as well as our consistent passing of
periodic FAA facility reviews, we believe that we have an outstanding
reputation with the FAA, with our customers and with other industry
participants. We will continue to relentlessly market the unique
solutions we provide in order to grow our business and take market share
from the OEMs.

. Make Complementary Acquisitions. A key element of our strategy involves
growth through acquisitions in both the Flight Support Group and the
Electronic Technologies Group. In making acquisitions, we seek to expand
product offerings and capabilities available to our customers, expand
our customer base and increase our research and development and
marketing efforts. We have completed 22 acquisitions in our primary
business lines since 1991, including 14 in our Flight Support Group and
8 in our Electronic Technologies Group.

******

Our principal executive offices are located at 3000 Taft Street,
Hollywood, Florida 33021, and our telephone number is (954) 987-4000. Our
website address is www.heico.com. Information included on our web site is not a
part of this prospectus.

RISK FACTORS

Investing in our securities involves risks. In addition to the
information set forth elsewhere in this prospectus and in the documents
incorporated by reference into this prospectus and in any prospectus supplement,
you should carefully consider the following factors relating to us and our
securities in deciding whether to invest in our securities. There may be
additional risks to an investment in our securities that are not described in
this Risk Factors section.

Our success is highly dependent on the performance of the aviation industry,
which could be impacted by lower demand for commercial air travel or airline
fleet changes causing lower demand for our goods and services.

Economic factors and passenger security concerns that affect the
aviation industry also affect our business. The aviation industry has
historically been subject to downward cycles from time to time which reduce the
overall demand for jet engine and aircraft component replacement parts and
repair and overhaul services, and such downward cycles result in lower prices
and greater credit risk. These economic factors and passenger security concerns
may have a material adverse effect on our business, financial condition and
results of operations.

We are subject to governmental regulation and our failure to comply with these
regulations could cause the government to withdraw or revoke our authorizations
and approvals to do business and could subject us to penalties and sanctions
that could harm our business.

Governmental agencies throughout the world, including the FAA, highly
regulate the manufacture, repair and overhaul of aircraft parts and accessories.
We include with the replacement parts that we sell to our customers
documentation certifying that each part complies with applicable regulatory
requirements and meets applicable standards of airworthiness established by the
FAA or the equivalent regulatory agencies in other countries. In addition, our
repair and overhaul operations are subject to certification pursuant to
regulations established by the FAA. Specific regulations vary from country to
country, although compliance with FAA requirements generally satisfies
regulatory requirements in other countries. The revocation or suspension of any
of our material authorizations or approvals would have an adverse effect on our
business, financial condition and results of operations. New and more stringent
government regulations, if adopted and enacted, could have an adverse effect on
our business, financial condition and results of operations. In addition, some
sales to foreign countries of the equipment manufactured by our Electronic
Technologies Group require approval or licensing from the U.S. government.
Denial of export licenses could reduce our sales to those countries and could
have a material adverse effect on our business.

The retirement of commercial aircraft could reduce our revenues.

Our Flight Support Group designs, manufactures and distributes jet
engine and aircraft component replacement parts and also offers repairs,
refurbishments and overhauls of jet engine and aircraft components. If aircraft
for which we have replacement parts or supply repair and overhaul services are
retired and there are fewer aircraft that require these parts or services our
revenues may decline.

Reductions in defense or space spending by U.S. and/or foreign customers could
reduce our revenues.

In fiscal 2003, approximately 60% of the sales of our Electronic
Technologies Group were derived from the sale of products and services to U.S.
and foreign military agencies and their suppliers. A decline in defense or space
budgets or additional restrictions imposed by the U.S. government on sales of
products or services to foreign military agencies could lower sales of our
products and services.

Intense competition from existing and new competitors may harm our business.

We face significant competition in each of our businesses.

Flight Support Group

. For jet engine replacement parts, we compete with the industry's
leading jet engine OEMs, particularly Pratt & Whitney and General
Electric.

. For the overhaul and repair of jet engine and airframe components,
we compete with:

- major commercial airlines, many of which operate their own
maintenance and overhaul units;

- OEMs, which manufacture, repair and overhaul their own parts;
and

- other independent service companies.

Electronic Technologies Group

. For the design and manufacture of various types of electronic and
electro-optical equipment and the repair and overhaul of inertial
navigation systems and other avionics equipment, we compete in a
fragmented marketplace with a number of companies, some of which are
well capitalized.

The aviation aftermarket supply industry is highly fragmented, has
several highly visible leading companies and is characterized by intense
competition. Some of our OEM competitors have greater name recognition than
HEICO, as well as complementary lines of business and financial, marketing and
other resources that HEICO does not have. In addition, OEMs, aircraft
maintenance providers, leasing companies and FAA-certificated repair facilities
may attempt to bundle their services and product offerings in the supply
industry, thereby significantly increasing industry competition. Moreover, our
smaller competitors may be able to offer more attractive pricing of parts as a
result of lower labor costs or other factors. A variety of potential actions by
any of our competitors, including a reduction of product prices or the
establishment by competitors of long-term relationships with new or existing
customers, could have a material adverse effect on our business, financial
condition and results of operations. Competition typically intensifies during
cyclical downturns in the aviation industry, when supply may exceed demand. We
may not be able to continue to compete effectively against present or future
competitors, and competitive pressures may have a material and adverse effect on
our business, financial condition and results of operations.

Our success is dependent on the development and manufacture of new products,
equipment and services, and our inability to introduce new products and product
pricing levels could reduce our sales or sales growth.

The aviation, defense, space and electronics industries are constantly
undergoing development and change and, accordingly, new products, equipment and
methods of repair and overhaul service are likely to be introduced in the
future. In addition to manufacturing electronic and electro-optical equipment
and selected aerospace and defense components for OEMs and the U.S. government
and repairing jet engine and aircraft components, we re-design sophisticated
aircraft replacement parts originally developed by OEMs so that we can offer the
replacement parts for sale at substantially lower prices than those manufactured
by the OEMs. Consequently, we devote substantial resources to research and
product development. Technological development poses a number of challenges and
risks, including the following:

. We may not be able to successfully protect the proprietary interests
we have in various aircraft parts, electronic and electro-optical
equipment and our repair processes;

. As OEMs continue to develop and improve jet engines and aircraft
components, we may not be able to re-design and manufacture
replacement parts that perform as well as those offered by OEMs or
we may not be able to profitably sell our replacement parts at lower
prices than the OEMs;

. We may need to expend significant capital to:

- purchase new equipment and machines,
- train employees in new methods of production and service, and
- fund the research and development of new products; and

. Development by our competitors of patents or methodologies that
preclude us from the design and manufacture of aircraft replacement
parts or electrical and electro-optical equipment could adversely
affect our business, financial condition and results of operations.

In addition, we may not be able to successfully develop new products,
equipment or methods of repair and overhaul service, and the failure to do so
could have a material adverse effect on our business, financial condition and
results of operations.

Product specification costs and requirements could cause an increase to our
costs to complete contracts.

Although our engineering teams have usually successfully foreseen
contract completion costs, the costs to meet customer specifications and
requirements could result in us having to spend more to design or manufacture
products in our Electronic Technologies Group and this could reduce our profit
margins on current contracts or those we obtain in the future.

We may incur product liability claims that are not fully insured.

Our jet engine and aircraft component replacement parts and repair and
overhaul services expose our business to potential liabilities for personal
injury or death as a result of the failure of an aircraft component that we have
designed, manufactured or serviced. The commercial aviation industry
occasionally has catastrophic losses that may exceed policy limits. An uninsured
or partially insured claim, or a claim for which third-party indemnification is
not available, could have a material adverse effect on our business, financial
condition and results of operations. Additionally, insurance coverage costs
increased following the events that occurred on September 11, 2001 and may
become even more

expensive in the future. Our customers typically require us to maintain
substantial insurance coverage and our inability to obtain insurance coverage at
commercially reasonable rates could have a material adverse effect on our
business.

We may not have the administrative, operational or financial resources to
continue to grow the company.

We have experienced rapid growth in recent periods and intend to
continue to pursue an aggressive growth strategy, both through acquisitions and
internal expansion of products and services. Our growth to date has placed, and
could continue to place, significant demands on our administrative, operational
and financial resources. We may not be able to grow effectively or manage our
growth successfully, and the failure to do so could have a material adverse
effect on our business, financial condition and results of operations.

We may not be able to execute our acquisition strategy, which could slow our
growth.

A key element of our strategy is growth through the acquisition of
additional companies. Our acquisition strategy is affected by and poses a number
of challenges and risks, including the following:

. Availability of suitable acquisition candidates;

. Availability of capital;

. Diversion of management's attention;

. Integration of the operations and personnel of acquired companies;

. Potential write downs of acquired intangible assets;

. Potential loss of key employees of acquired companies;

. Use of a significant portion of our available cash;

. Significant dilution to our shareholders for acquisitions made
utilizing our securities; and

. Consummation of acquisitions on satisfactory terms.

We may not be able to successfully execute our acquisition strategy, and
the failure to do so could have a material adverse effect on our business,
financial condition and results of operations.

We may incur environmental liabilities and these liabilities may not be covered
by insurance.

Our operations and facilities are subject to a number of federal, state
and local environmental laws and regulations, which govern, among other things,
the discharge of hazardous materials into the air and water as well as the
handling, storage and disposal of hazardous materials. Pursuant to various
environmental laws, a current or previous owner or operator of real property may
be liable for the costs of removal or remediation of hazardous materials.
Environmental laws typically impose liability whether or not the owner or
operator knew of, or was responsible for, the presence of hazardous materials.
Although management believes that our operations and facilities are in material
compliance with environmental laws and regulations, future changes in them or
interpretations thereof or the nature of our operations may require us to make
significant additional capital expenditures to ensure compliance in the future.

We do not maintain specific environmental liability insurance, and the
expenses related to these environmental liabilities, if we are required to pay
them, could have a material adverse effect on our business, financial condition
and results of operations.

We are dependent on key personnel and the loss of these key personnel could have
a material adverse effect on our success.

Our success substantially depends on the performance, contributions and
expertise of our senior management team led by Laurans A. Mendelson, our
Chairman, President and Chief Executive Officer. Technical employees are also
critical to our research and product development, as well as our ability to
continue to re-design sophisticated products of OEMs in order to sell competing
replacement parts at substantially lower prices than those manufactured by the
OEMs. The loss of the services of any of our executive officers or other key
employees or our inability to continue to attract or retain the necessary
personnel could have a material adverse effect on our business, financial
condition and results of operations.

Our executive officers and directors have significant influence over our
management and direction.

As of January 20, 2004, collectively our executive officers and entities
controlled by them, our 401(k) Plan and members of the Board of Directors
beneficially owned approximately 35% of our outstanding common stock and
approximately 18% of our outstanding Class A common stock. Accordingly, they
will be able to substantially influence the election of the Board of Directors
and control our business, policies and affairs, including our position with
respect to proposed business combinations and attempted takeovers.

Our articles of incorporation and bylaws, as well as Florida corporate law could
prevent a change in control of the company, which could adversely impact the
value of our equity securities.

Articles and Bylaws. Some of the provisions of our articles of
incorporation and bylaws may have anti-takeover effects and may discourage,
delay, defer or prevent a takeover attempt that a shareholder might consider in
its best interest. These provisions:

. establish advance notice procedures for the nomination of candidates
for election as directors and for shareholder proposals to be
considered at annual shareholders' meetings;

. provide that special meetings of the shareholders may be called by
the Chairman of the Board of Directors or the President of HEICO or
by a majority of the Board;

. authorize the issuance of 10,000,000 shares of Preferred Stock with
the designations, rights, preferences and limitations as may be
determined from time to time by the Board;

. authorize the issuance of 30,000,000 shares of common stock having
one vote per share; and

. authorize the issuance of 30,000,000 shares of Class A common stock
having 1/10th vote per share.

Accordingly, without shareholder approval, the Board can, among other things:

. issue preferred stock with dividend, liquidation, conversion, voting
or other rights that could adversely affect the voting powers or
other rights of holders of our common stock and Class A common
stock; and

. help maintain the voting power of existing common stock shareholders
and deter or frustrate takeover attempts that existing holders of
common stock might consider to be in their best interest by issuing
additional shares of Class A common stock.

Rights. In addition, each common stock right entitles the registered
holder to purchase from us one one-hundredth of a share of our Series B Junior
Participating Preferred Stock, par value $0.01 per share, at a price of $45.00
per one one-hundredth of a share of Series B Preferred Stock, subject to
adjustment. Furthermore, each Class A common stock right entitles the registered
holder to purchase from us one one-hundredth of a share of our Series C Junior
Participating Preferred Stock, par value $0.01 per share, at a price of $39.00
per one one-hundredth of a share Series C Preferred Stock, subject to
adjustment. The rights trade with each outstanding share of common stock and
Class A common stock, as applicable. The rights applicable to the common stock
or Class A common stock are not exercisable or transferable apart from the
respective class of stock until a person or group acquires 15% or more of the
outstanding shares of that class of stock or commences, or announces an
intention to commence, a tender offer for 15% or more of the outstanding shares
of that class of stock. The rights applicable to the common stock or Class A
common stock expire on November 2, 2013, and will cause substantial dilution to
a person or a group who attempts to acquire our company on terms not approved by
the Board or who acquires 15% or more of the outstanding shares of common stock
or Class A common stock without approval of the Board. We can redeem the rights
at $.01 per right at any time until the close of business on the tenth day after
a person or group has obtained beneficial ownership of 15% or more of the
outstanding common stock or Class A common stock or until a person commences or
announces an intention to commence a tender offer for 15% or more of the
outstanding common stock or Class A common stock.

Subject to adjustment, holders of shares of the Series B and Series C
Preferred Stock will be entitled to, among other things, (i) receive, when, as
and if declared by the Board of Directors, cash dividends in an amount per share
equal to 100 times the aggregate per share amount of all cash dividends declared
or paid on the applicable class of stock and (ii) 100 votes per share of Series
B Preferred Stock and 10 votes per share of Series C Preferred Stock on all
matters submitted to a vote of the shareholders and the right to vote together
with the holders of shares of common stock as a single voting group on all
matters submitted to a vote of the shareholders.

Florida Law. Furthermore, some of the provisions of the Florida Business
Corporation Act could have the effect of delaying, deferring or preventing a
change in control.

There is no established trading market for the offered securities.

With the exception of our common stock and our Class A common stock, all
other types of securities that we may offer pursuant to this prospectus and any
supplement will be a new issue of securities with no established trading market
and may not be listed on any securities exchange or quoted on any automated
dealer quotation system. We cannot assure you that an active trading market for
any securities offered will develop or that you will be able to sell any
securities offered to you at a particular time or that the prices that you
receive when you sell will be favorable. We also cannot assure you as to the
level of liquidity of the trading market for any offered securities.

USE OF PROCEEDS

Unless we inform you otherwise in a prospectus supplement, we intend to
use the net proceeds of any securities sold under this prospectus for general
corporate purposes. General corporate purposes may include any of the following:

. repaying debt;

. funding capital expenditures;

. paying for possible acquisitions or the expansion of our
business; and

. providing working capital.

When a particular series of securities is offered, the prospectus
supplement relating to that offer will set forth our intended use for the
proceeds we receive from the sale of those securities. Pending the application
of the net proceeds, we may invest the proceeds in short-term, interest-bearing
instruments or other investment-grade securities.

From time to time, we engage in preliminary discussions and negotiations
with various businesses in order to explore the possibility of an acquisition or
investment. However, as of the date of this prospectus, we have not entered into
any agreements or arrangements which would make an acquisition or investment
probable under Rule 3-05(a) of Regulation S-X.

DIVIDEND POLICY

We have historically paid semi-annual cash dividends on both our common
stock and Class A common stock. In January 2004, we paid our 51st consecutive
semi-annual cash dividend since 1979. Our Board of Directors presently intends
to continue the payment of regular semi-annual cash dividends on both classes of
our common stock. Our ability to pay dividends could be affected by future
business performance, liquidity, capital needs, alternative investment
opportunities and loan covenants under our revolving credit facility. For the
frequency and amount of cash dividends paid on our common stock and Class A
common stock for the three most recent fiscal years, see the section "Price
Range of Common Stock and Class A Common Stock and Dividends" below.

PRICE RANGE OF COMMON STOCK AND CLASS A COMMON STOCK AND DIVIDENDS

Our common stock is listed and traded on the NYSE under the symbol "HEI"
and our Class A common stock is listed and traded on the NYSE under the symbol
"HEI.A." The following tables set forth, for the periods indicated, the high and
low share prices for the common stock and the Class A common stock as reported
on the NYSE, as well as the amount of cash dividends paid per share during such
periods.

COMMON STOCK
--------------------------------------------------------------------------------
CASH DIVIDEND
HIGH LOW PER SHARE
-------- --------- -------------
FISCAL 2001:
First quarter........................ $ 15.79 $ 9.92 $ .021
Second quarter....................... 15.45 10.75 --
Third quarter........................ 17.60 12.02 .021
Fourth quarter....................... 19.00 9.82 --

FISCAL 2002:
First quarter........................ $ 16.45 $ 12.45 $ .023
Second quarter....................... 15.95 12.91 --
Third quarter........................ 15.68 10.18 .023
Fourth quarter....................... 12.17 6.95 --

FISCAL 2003:
First quarter........................ $ 11.09 $ 8.18 $ .023
Second quarter....................... 10.11 6.68 --
Third quarter........................ 11.58 6.75 .023
Fourth quarter....................... 14.30 9.16 --

FISCAL 2004:
First quarter........................ $ 18.45 $ 13.71 $ .025
Second quarter (through April 29).... 17.45 12.90 --

CLASS A COMMON STOCK
--------------------------------------------------------------------------------
CASH DIVIDEND
HIGH LOW PER SHARE
-------- --------- -------------
FISCAL 2001:
First quarter........................ $ 11.97 $ 8.32 $ .021
Second quarter....................... 14.14 10.00 --
Third quarter........................ 16.28 12.48 .021
Fourth quarter....................... 15.98 8.55 --

FISCAL 2002:
First quarter........................ $ 12.95 $ 9.68 $ .023
Second quarter....................... 13.16 11.05 --
Third quarter........................ 13.17 8.36 .023
Fourth quarter....................... 9.44 5.32 --

FISCAL 2003:
First quarter........................ $ 8.64 $ 6.59 $ .023
Second quarter....................... 7.79 5.18 --
Third quarter........................ 8.63 5.53 .023
Fourth quarter....................... 11.43 7.10 --

FISCAL 2004:
First quarter........................ $ 14.40 $ 10.77 $ .025
Second quarter (through April 29).... 13.89 9.99 --

As of April 22, 2004, there were 1,016, holders of record of our common
stock and 1,087 holders of record of our Class A common stock.

RATIO OF EARNINGS TO FIXED CHARGES

FOR FISCAL YEAR ENDED OCTOBER 31,
-------------------------------------------------------
FOR THE THREE
MONTHS ENDED
1999 2000 2001 2002 2003 JANUARY 31, 2004
--------- --------- --------- --------- --------- -----------------

EARNINGS:

Earnings before minority interests and income taxes.... $ 31,536 $ 50,537 $ 30,103 $ 21,479 $ 22,109 $ 6,240
Fixed charges ......................................... 2,684 6,442 3,446 3,428 2,397 647
--------- --------- --------- --------- --------- -----------------
Adjusted earnings ..................................... $ 34,220 $ 56,979 $ 33,549 $ 24,907 $ 24,506 $ 6,887
========= ========= ========= ========= ========= =================

FIXED CHARGES:

Interest expense ...................................... $ 2,173 $ 5,611 $ 2,486 $ 2,246 $ 1,189 $ 331
Amortization of debt issuance costs ................... 186 151 221 195 285 83
Portion of rental payments deemed to be interest/(1)/.. 325 680 739 985 923 233
--------- --------- --------- --------- --------- -----------------
Total fixed charges ................................... $ 2,684 $ 6,442 $ 3,446 $ 3,428 $ 2,397 $ 647
========= ========= ========= ========= ========= =================

Ratio of earnings to fixed charges: ................... 12.7 8.8 9.7 7.3 10.2 10.6

/(1)/ Interest portion of rental expense estimated to be one-third of rental
expense.

SELLING SHAREHOLDERS

The table below sets forth, as of April 22, 2004, the number of shares
of our common stock and our Class A common stock that each selling shareholder
beneficially owns and the number of such shares being registered for sale by the
selling shareholders under this prospectus. The percentage of outstanding shares
of common stock and Class A common stock beneficially owned before the offering
is based on 9,871,438 shares of our common stock and 14,283,279 shares of our
Class A common stock outstanding as of April 22, 2004 and is calculated in
accordance with rule 13d-3 under the Exchange Act. The percentage of outstanding
shares of common stock and Class A common stock beneficially owned after the
offering assumes that all of the shares of common stock and Class A common stock
offered by the selling shareholders under the prospectus have been sold.

The term "selling shareholders," as used in this prospectus, includes
each of the holders listed below and its donees or heirs receiving shares from
the holder listed below after the date of this prospectus. The selling
shareholders may sell, transfer or otherwise dispose of some or all of their
shares of common stock and Class A common stock, including shares of common
stock and Class A common stock and other of our securities not covered by this
prospectus, in transactions exempt from the registration requirements of the
Securities Act of 1933, including in open-market transactions in reliance on
Rule 144 under the Securities Act. We will update, amend or supplement this
prospectus from time to time to update the disclosure in this section as may be
required.

The selling shareholders will not bear the expenses of the registration
in connection with the offering of their shares. The registration of the selling
shareholders' shares of common stock and Class A common stock does not
necessarily include that the selling shareholders will offer or sell any of
their shares.

Percentage of Percentage of
Outstanding Outstanding
Shares Shares Maximum Number Shares Shares
Beneficially Beneficially of Shares Owned Beneficially Beneficially
Owned Prior to Owned Prior to Which May Be Owned After the Owned After
Name Offering Offering Offered Hereby Offering* Offering
------------------------------- --------------- ---------------- ----------------- ----------------- --------------

Mendelson Reporting Group

Common Stock/(1)/ 2,288,926 21.6% 0 2,288,926 21.6%

Class A Common Stock/(2)/ 1,206,463 8.1% 500,000 706,463 4.8%

----------
/1/ Consists of 1,222,773 shares deemed to be beneficially owned by Laurans A.
Mendelson, 460,788 shares deemed to be beneficially owned by Eric A.
Mendelson, 448,083 shares deemed to be beneficially owned by Victor H.
Mendelson and 157,282 shares owned by Mendelson International Corporation,
which may be deemed to be beneficially owned by each or any of Laurans, Eric
or Victor Mendelson, however Laurans Mendelson disclaims beneficial
ownership of these shares.

/2/ Consists of 666,759 shares deemed to be beneficially owned by Laurans A.
Mendelson, 182,916 shares deemed to be beneficially owned by Eric A.
Mendelson, 209,379 shares deemed to be beneficially owned by Victor H.
Mendelson and 147,409 shares owned by Mendelson International Corporation,
which may be deemed to be beneficially owned by each or any of Laurans, Eric
or Victor Mendelson, however Laurans Mendelson disclaims beneficial
ownership of these shares.

* We have determined the number and percentage of shares beneficially owned in
accordance with Rule 13d-3 of the Exchange Act and this information does not
necessarily indicate beneficial ownership for any other purpose.

DESCRIPTION OF OUR CAPITAL STOCK

GENERAL

We are authorized to issue 30,000,000 shares of common stock, par value
$.01 per share, 30,000,000 shares of Class A common stock, par value $.01 per
share, and 10,000,000 shares of preferred stock, par value $.01 per share, of
which 300,000 shares have been designated as Series B Junior Participating
Preferred Stock and 300,000 shares have been designated as Series C Junior
Participating Preferred Stock. As of April 22, 2004, (i) 9,871,438 shares of
common stock were outstanding and such shares were held by approximately 1,016
holders of record and (ii) 14,283,279 shares of Class A common stock were
outstanding and such shares were held by approximately 1,087 holders of record.
None of the Preferred Stock is outstanding.

The following descriptions of the common stock, the Class A common
stock, the Preferred Stock, the Series B Preferred Stock and the Series C
Preferred Stock are based on our Articles and Bylaws and applicable Florida law.

COMMON STOCK

Each holder of common stock is entitled to one vote for each share owned
of record on all matters presented to the shareholders. In the event of a
liquidation, dissolution or winding up of the company, the holders of common
stock are entitled to share equally and ratably in the assets of the company, if
any, remaining after the payment of all of our debts and liabilities and the
liquidation preference of any outstanding Preferred Stock. The common stock has
no preemptive rights, no cumulative voting rights and no redemption, sinking
fund or conversion provisions. Currently, 4,273,432 shares are reserved for
issuance as either common stock or Class A common stock under our existing stock
option plans.

Holders of common stock are entitled to receive dividends if, as and
when declared by the Board of Directors out of funds legally available therefor,
subject to the dividend and liquidation rights of any Preferred Stock that may
be issued and outstanding and subject to any dividend restrictions in our
revolving credit facility. No dividends or other distributions (including
redemptions or repurchases of shares of capital stock) may be made if, after
giving effect to any such dividends or distributions, we would not be able to
pay our debts as they become due in the usual course of business or our total
assets would be less than the sum of its total liabilities plus the amount that
would be needed at the time of a liquidation to satisfy the preferential rights
of any holders of Preferred Stock.

The transfer agent and registrar for the common stock is Mellon Investor
Services, Atlanta, Georgia.

CLASS A COMMON STOCK

Each holder of Class A common stock is entitled to the identical rights
as the holders of common stock except that each share of common stock will
entitle the holder thereof to one vote in respect of matters submitted for the
vote of holders of common stock, whereas each share of Class A common stock will
entitle the holder thereof to one-tenth of a vote on such matters.

PREFERRED STOCK, SERIES B PREFERRED STOCK AND SERIES C PREFERRED STOCK

Our Board of Directors is authorized, without further shareholder
action, to designate and issue from time to time one or more series of Preferred
Stock, including the Series B Preferred Stock and Series

C Preferred Stock. The Board of Directors may fix and determine the
designations, preferences and relative rights and qualifications, limitations or
restrictions of any series of Preferred Stock so established, including voting
powers, dividend rights, liquidation preferences, redemption rights and
conversion privileges. Because the Board of Directors has the power to establish
the preferences and rights of each series of Preferred Stock, it may afford the
holders of any series of Preferred Stock preferences and rights, voting or
otherwise senior to the rights of holders of common stock and Class A common
stock. Subject to adjustment, holders of shares of the Series B and Series C
Preferred Stock will be entitled to, among other things, (i) receive, when, as
and if declared by the Board of Directors cash dividends in an amount per share
equal to 100 times the aggregate per share amount of all cash dividends declared
or paid on the applicable class of stock and (ii) 100 votes per share of Series
B Preferred Stock and 10 votes per share of Series C Preferred Stock on all
matters submitted to a vote of the shareholders and the right to vote together
with the holders of shares of common stock and Class A common stock as a single
voting group on all matters submitted to a vote of the shareholders. As of the
date of this Prospectus, the Board of Directors has not issued any Preferred
Stock or Series B or Series C Preferred Stock, and has no plans to issue any
shares of Preferred Stock or Series B or Series C Preferred Stock.

Anti-Takeover Effects of Certain Provisions of Florida Law, our Articles of
Incorporation and Bylaws, and the Preferred Stock Purchase Rights

Articles and Bylaws. Some of the provisions of our articles of
incorporation and bylaws may be deemed to have anti-takeover effects and may
discourage, delay, defer or prevent a takeover attempt that a shareholder might
consider in its best interest. These provisions do the following:

. establish advance notice procedures for the nomination of candidates
for election as directors and for shareholder proposals to be
considered at annual shareholders' meetings;

. provide that special meetings of the shareholders may be called by
the Chairman of the Board of Directors or the President of HEICO or
by a majority of the Board;

. authorize the issuance of 10,000,000 shares of Preferred Stock with
the designations, rights, preferences and limitations as may be
determined from time to time by the Board;

. authorize the issuance of 30,000,000 shares of common stock having
one vote per share; and

. authorize the issuance of 30,000,000 shares of Class A common stock
having 1/10th vote per share.

Accordingly, without shareholder approval, the Board can, among other
things,

adjustment. The rights trade with each outstanding share of common stock and
Class A common stock, as applicable. The rights applicable to the common stock
or Class A common stock are not exercisable or transferable apart from the
respective class of stock until a person or group acquires 15% or more of the
outstanding shares of that class of stock or commences, or announces an
intention to commence, a tender offer for 15% or more of the outstanding shares
of that class of stock. The rights applicable to the common stock or Class A
common stock expire on November 2, 2013, and will cause substantial dilution to
a person or a group who attempts to acquire our company on terms not approved by
the Board or who acquires 15% or more of the outstanding shares of common stock
or Class A common stock without approval of the Board. We can redeem the rights
at $.01 per right at any time until the close of business on the tenth day after
a person or group has obtained beneficial ownership of 15% or more of the
outstanding common stock or Class A common stock or until a person commences or
announces an intention to commence a tender offer for 15% or more of the
outstanding common stock or Class A common stock.

Florida Law. Furthermore, some of the provisions of the Florida Business
Corporation Act could have the effect of delaying, deferring or preventing a
change in control.

DESCRIPTION OF DEBT SECURITIES

The following description, together with the additional information we
include in any applicable prospectus supplements, summarizes the material terms
and provisions of the debt securities that we may offer under this prospectus.
While the terms we have summarized below will generally apply to any future debt
securities we may offer under this prospectus, we will describe the particular
terms of any debt securities that we may offer in more detail in the applicable
prospectus supplement. The terms of any debt securities we offer under a
prospectus supplement may differ from the terms we describe below.

We may offer under this prospectus up to $120,000,000 in aggregate
principal amount of debt securities, or if debt securities are issued at a
discount, or in a foreign currency or composite currency, such principal amount
as may be sold for an aggregate offering price of up to $120,000,000. We may
offer debt securities in the form of either senior debt securities or
subordinated debt securities. The senior debt securities and the subordinated
debt securities are together referred to in this prospectus as the "debt
securities." Unless otherwise specified in a supplement to this prospectus, the
senior debt securities will be our direct, unsecured obligations and will rank
equally with all of our other unsecured and unsubordinated indebtedness. The
subordinated debt securities generally will be entitled to payment only after
payment of our senior debt. See "--Subordination" below.

The debt securities will be issued under an indenture between us and a
trustee. We have summarized below the general features of the debt securities to
be governed by the indenture. The form of summary is not complete. The form of
indenture has been filed as an exhibit to the registration statement that we
have filed with the Commission, of which this prospectus forms a part. We
encourage you to read the applicable prospectus supplements related to the debt
securities that we sell under this

prospectus, as well as the indenture. Capitalized terms used in the summary have
the meanings specified in the indenture.

GENERAL

The terms of each series of debt securities will be established by or
pursuant to a resolution of our board of directors, or a committee thereof, and
set forth or determined in the manner provided in an officers' certificate or by
a supplemental indenture. The particular terms of each series of debt securities
will be described in a prospectus supplement relating to such series, including
any pricing supplement.

We can issue an unlimited amount of debt securities under the indenture
that may be in one or more series with the same or various maturities, at par,
at a premium or at a discount. We will set forth in a prospectus supplement,
including any pricing supplement, relating to any series of debt securities
being offered, the aggregate principal amount and the following terms of the
debt securities:

. the title;

. the principal amount being offered, and, if a series, the total
amount authorized and the total amount outstanding;

. any limit on the amount that may be issued;

. whether or not we will issue the series of debt securities in
global form and, if so, the terms and who the depositary will
be;

. the maturity date;

. the principal amount due at maturity, and whether the debt
securities will be issued with any original issue discount;

. whether and under what circumstances, if any, we will pay
additional amounts on any debt securities held by a person who
is not a United States person for tax purposes, and whether we
can redeem the debt securities if we have to pay such additional
amounts;

. the annual interest rate, which may be fixed or variable, or the
method for determining the rate, the date interest will begin to
accrue, the dates interest will be payable and the regular
record dates for interest payment dates or the method for
determining such dates;

. whether or not the debt securities will be secured or unsecured,
and the terms of any secured debt;

. the terms of the subordination of any series of subordinated
debt;

. the place where payments will be payable;

. restrictions on transfer, sale or other assignment, if any;

. our right, if any, to defer payment of interest and the maximum
length of any such deferral period;

. the date, if any, after which, the conditions upon which, and
the price at which we may, at our option, redeem the series of
debt securities pursuant to any optional or provisional
redemption provisions, and any other applicable terms of those
redemption provisions;

. provisions for a sinking fund purchase or other analogous fund,
if any;

. the date, if any, on which, and the price at which we are
obligated, pursuant to any mandatory sinking fund or analogous
fund provisions or otherwise, to redeem, or at the holder's
option to purchase, the series of debt securities;

. whether the indenture will restrict our ability and/or the
ability of our subsidiaries to:

. incur additional indebtedness;

. issue additional securities;

. create liens;

. pay dividends and make distributions in respect of our
capital stock and the capital stock of our subsidiaries;

. redeem capital stock;

. place restrictions on our subsidiaries' ability to pay
dividends, make distributions or transfer assets;

. make investments or other restricted payments;

. sell or otherwise dispose of assets;

. enter into sale-leaseback transactions;

. engage in transactions with shareholders and affiliates;

. issue or sell stock of our subsidiaries; or

. effect a consolidation or merger;

. whether the indenture will require us to maintain any interest
coverage, fixed charge, cash flow-based, asset-based or other
financial ratios;

. a discussion of any material or special United States federal
income tax considerations applicable to the debt securities;

. information describing any book-entry features;

. the procedures for any auction and remarketing, if any;

. the denominations in which we will issue the series of debt
securities, if other than denominations of $1,000 and any
integral multiple thereof;

. if other than dollars, the currency in which the series of debt
securities will be denominated; and

. any other specific terms, preferences, rights or limitations of,
or restrictions on, the debt securities, including any events of
default that are in addition to those described in this
prospectus or any covenants provided with respect to the debt
securities that are in addition to those described above, and
any terms which may be required by us or be advisable under
applicable laws or regulations or advisable in connection with
the marketing of the debt securities.

We may issue debt securities that provide for an amount less than their
stated principal amount to be due and payable upon declaration of acceleration
of their maturity pursuant to the terms of the indenture. We will provide you
with information on the federal income tax considerations and other special
considerations applicable to any of these debt securities in the applicable
prospectus supplement.

CONVERSION OR EXCHANGE RIGHTS

We will set forth in the prospectus supplement the terms on which a
series of debt securities may be convertible into or exchangeable for common
stock or other securities of ours or a third party, including the conversion or
exchange rate, as applicable, or how it will be calculated, and the applicable
conversion or exchange period. We will include provisions as to whether
conversion or exchange is mandatory, at the option of the holder or at our
option. We may include provisions pursuant to which the number of our securities
or the securities of a third party that the holders of the series of debt
securities receive upon conversion or exchange would, under the circumstances
described in those provisions, be subject to adjustment, or pursuant to which
those holders would, under those circumstances, receive other property upon
conversion or exchange, for example in the event of our merger or consolidation
with another entity.

COVENANTS

We will set forth in the applicable prospectus supplement any
restrictive covenants applicable to any issue of debt securities.

CONSOLIDATION, MERGER AND SALE OF ASSETS

The indenture in the form initially filed as an exhibit to the
registration statement of which this prospectus is a part does not contain any
covenant which restricts our ability to merge or consolidate, or sell, convey,
transfer or otherwise dispose of all or substantially all of our assets.
However, any successor of ours or acquiror of such assets must assume all of our
obligations under the indenture and the debt securities.

If the debt securities are convertible for our other securities, the
person with whom we consolidate or merge or to whom we sell all of our property
must make provisions for the conversion of the debt securities into securities
which the holders of the debt securities would have received if they had
converted the debt securities before the consolidation, merger or sale.

EVENTS OF DEFAULT

The following are events of default under the indenture with respect to
any series of debt securities that we may issue:

. if we fail to pay interest when due and payable and our failure
continues for 30 days and the time for payment has not been
extended or deferred;

. if we fail to pay the principal, or premium, if any, when due
and payable and the time for payment has not been extended or
delayed;

. if we fail to observe or perform any other covenant contained in
the debt securities or the indenture, other than a covenant
specifically relating to another series of debt securities, and
our failure continues for 30 days after we receive

notice from the trustee or holders of at least 25% in aggregate
principal amount of the outstanding debt securities of the
applicable series;

. if specified events of bankruptcy, insolvency or reorganization
occur; and

. any other event of default provided with respect to debt
securities of that series that is described in the applicable
prospectus supplement accompanying this prospectus.

No event of default with respect to a particular series of debt
securities (except as to certain events of bankruptcy, insolvency or
reorganization) necessarily constitutes an event of default with respect to any
other series of debt securities. The occurrence of an event of default may
constitute an event of default under our bank credit agreements in existence
from time to time. In addition, the occurrence of certain events of default or
an acceleration under the indenture may constitute an event of default under
certain of our other indebtedness outstanding from time to time.

If an event of default with respect to debt securities of any series at
the time outstanding occurs and is continuing, then the trustee or the holders
of not less than a majority in principal amount of the outstanding debt
securities of that series may, by a notice in writing to us (and to the trustee
if given by the holders), declare to be due and payable immediately the
principal (or, if the debt securities of that series are discount securities,
that portion of the principal amount as may be specified in the terms of that
series) of, and accrued and unpaid interest, if any, on all debt securities of
that series. In the case of an event of default resulting from certain events of
bankruptcy, insolvency or reorganization, the principal (or such specified
amount) of and accrued and unpaid interest, if any, on all outstanding debt
securities will become and be immediately due and payable without any
declaration or other act on the part of the trustee or any holder of outstanding
debt securities. At any time after a declaration of acceleration with respect to
debt securities of any series has been made, but before a judgment or decree for
payment of the money due has been obtained by the trustee, the holders of a
majority in principal amount of the outstanding debt securities of that series
may rescind and annul the acceleration if all events of default, other than the
non-payment of accelerated principal and interest, if any, with respect to debt
securities of that series, have been cured or waived as provided in the
indenture. We refer you to the prospectus supplement relating to any series of
debt securities that are discount securities for the particular provisions
relating to acceleration of a portion of the principal amount of such discount
securities upon the occurrence of an event of default.

The indenture provides that the trustee will be under no obligation to
exercise any of its rights or powers under the indenture at the request of any
holder of outstanding debt securities, unless the trustee receives indemnity
satisfactory to it against any loss, liability or expense. Subject to certain
rights of the trustee, the holders of a majority in principal amount of the
outstanding debt securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the trustee or exercising any trust or power conferred on the trustee with
respect to the debt securities of that series.

No holder of any debt security of any series will have any right to
institute any proceeding, judicial or otherwise, with respect to the indenture
or for the appointment of a receiver or trustee, or for any remedy under the
indenture, unless:

. that holder has previously given to the trustee written notice of a
continuing event of default with respect to debt securities of that
series; and

. the holders of at least a majority in principal amount of the
outstanding debt securities of that series have made written
request, and offered reasonable indemnity, to the trustee to
institute the proceeding as trustee, and the trustee has not
received from the holders of a majority in principal amount of the
outstanding debt securities of that series a direction inconsistent
with that request and has failed to institute the proceeding within
60 days.

Notwithstanding the foregoing, the holder of any debt security will have
an absolute and unconditional right to receive payment of the principal of, and
any premium and interest on, that debt security on or after the due dates
expressed in that debt security and to institute suit for the enforcement of
payment.

If any securities are outstanding under the indenture, the indenture
requires us, within 120 days after the end of our fiscal year, to furnish to the
trustee a statement as to compliance with the indenture. The indenture provides
that the trustee may withhold notice to the holders of debt securities of any
series of any default or event of default (except in payment on any debt
securities of that series) with respect to debt securities of that series if it
in good faith determines that withholding notice is in the interest of the
holders of those debt securities.

MODIFICATION AND WAIVER

We may modify and amend the indenture with the consent of the holders of
at least a majority in principal amount of the outstanding debt securities of
each series affected by the modifications or amendments. We may not make any
modification or amendment without the consent of the holders of each affected
debt security then outstanding if that amendment will:

. reduce the amount of debt securities whose holders must consent to
an amendment or waiver;

. reduce the rate of or extend the time for payment of interest
(including default interest) on any debt security;

. reduce the principal of or premium on or change the fixed maturity
of any debt security or reduce the amount of, or postpone the date
fixed for, the payment of any sinking fund or analogous obligation
with respect to any series of debt securities;

. reduce the principal amount of discount securities payable upon
acceleration of maturity;

. waive a default in the payment of the principal of, or premium or
interest on, any debt security (except a rescission of acceleration
of the debt securities of any series by the holders of at least a
majority in aggregate principal amount of the then outstanding debt
securities of that series and a waiver of the payment default that
resulted from such acceleration);

. make the principal of, or premium or interest on, any debt security
payable in currency other than that stated in the debt security;

. make any change to certain provisions of the indenture relating to,
among other things, the right of holders of debt securities to
receive payment of the principal of, and premium and interest on,
those debt securities and to institute suit for the enforcement of
any such payment and to waivers or amendments; or

. waive a redemption payment with respect to any debt security.

Except for certain specified provisions, the holders of at least a
majority in principal amount of the outstanding debt securities of any series
may on behalf of the holders of all debt securities of that series waive our
compliance with provisions of the indenture. The holders of a majority in
principal amount of the outstanding debt securities of any series may on behalf
of the holders of all the debt securities of such series waive any past default
under the indenture with respect to that series and its consequences, except a
default in the payment of the principal of, or any premium or interest on, any
debt security of that series or in respect of a covenant or provision, which
cannot be modified or amended without the consent of the holder of each
outstanding debt security of the series affected; provided, however, that the
holders of a majority in principal amount of the outstanding debt securities of
any series may rescind an acceleration and its consequences, including any
related payment default that resulted from the acceleration.

DEFEASANCE OF DEBT SECURITIES AND CERTAIN COVENANTS IN CERTAIN CIRCUMSTANCES

Legal Defeasance. The indenture provides that, unless otherwise provided
by the terms of the applicable series of debt securities, we may be discharged
from any and all obligations in respect of the debt securities of any series
(except for certain obligations to register the transfer or exchange of debt
securities of such series, to replace stolen, lost or mutilated debt securities
of such series, and to maintain paying agencies and certain provisions relating
to the treatment of funds held by paying agents). We will be so discharged upon
the deposit with the trustee, in trust, of money and/or U.S. government
obligations or, in the case of debt securities denominated in a single currency
other than U.S. dollars, foreign government obligations, that, through the
payment of interest and principal in accordance with their terms, will provide
money in an amount sufficient in the opinion of a nationally recognized firm of
independent public accountants to pay and discharge each installment of
principal of, premium and interest on and any mandatory sinking fund payments in
respect of the debt securities of that series on the stated maturity of those
payments in accordance with the terms of the indenture and those debt
securities.

This discharge may occur only if, among other things, we have delivered
to the trustee an opinion of counsel stating that we have received from, or
there has been published by, the United States Internal Revenue Service a ruling
or, since the date of execution of the indenture, there has been a change in the
applicable United States federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the holders of the debt
securities of that series will not recognize income, gain or loss for United
States federal income tax purposes as a result of the deposit, defeasance and
discharge and will be subject to United States federal income tax on the same
amounts and in the same manner and at the same times as would have been the case
if the deposit, defeasance and discharge had not occurred.

Defeasance of Certain Covenants. The indenture provides that, unless
otherwise provided by the terms of the applicable series of debt securities,
upon compliance with certain conditions:

. we may omit to comply with the covenant described under the heading
"Consolidation, Merger and Sale of Assets" and certain other
covenants set forth in the indenture, as well as any additional
covenants which may be set forth in the applicable prospectus
supplement; and

. any omission to comply with those covenants will not constitute a
default or an event of default with respect to the debt securities
of that series, or covenant defeasance.

The conditions include:

. depositing with the trustee money and/or U.S. government obligations
or, in the case of debt securities denominated in a single currency
other than U.S. dollars, foreign government obligations, that,
through the payment of interest and principal in accordance

with their terms, will provide money in an amount sufficient in the
opinion of a nationally recognized firm of independent public
accountants to pay and discharge each installment of principal of,
premium and interest on and any mandatory sinking fund payments in
respect of the debt securities of that series on the stated maturity
of those payments in accordance with the terms of the indenture and
those debt securities; and

. delivering to the trustee an opinion of counsel to the effect that
the holders of the debt securities of that series will not recognize
income, gain or loss for United States federal income tax purposes
as a result of the deposit and related covenant defeasance and will
be subject to United States federal income tax on the same amounts
and in the same manner and at the same times as would have been the
case if the deposit and related covenant defeasance had not
occurred.

Covenant Defeasance and Events of Default. In the event we exercise our
option to effect covenant defeasance with respect to any series of debt
securities and the debt securities of that series are declared due and payable
because of the occurrence of any event of default, the amount of money and/or
U.S. government obligations or foreign government obligations on deposit with
the trustee will be sufficient to pay amounts due on the debt securities of that
series at the time of their stated maturity but may not be sufficient to pay
amounts due on the debt securities of that series at the time of the
acceleration resulting from the event of default. In such a case, we would
remain liable for those payments.

"Foreign Government Obligations" means, with respect to debt securities
of any series that are denominated in a currency other than U.S. dollars:

. direct obligations of the government that issued or caused to be
issued such currency for the payment of which obligations its full
faith and credit is pledged which are not callable or redeemable at
the option of the issuer thereof; or

. obligations of a person controlled or supervised by or acting as an
agency or instrumentality of that government the timely payment of
which is unconditionally guaranteed as a full faith and credit
obligation by that government which are not callable or redeemable
at the option of the issuer thereof.

SUBORDINATION

Unless indicated differently in a prospectus supplement, our
subordinated debt securities will be subordinated in right of payment to the
prior payment in full of all our senior debt. This means that upon:

. any distribution of our assets upon our dissolution, winding-up,
liquidation or reorganization in bankruptcy, insolvency,
receivership or other proceedings, or

. the acceleration of the maturity of the subordinated debt
securities, or

. a failure to pay any senior debt or interest thereon when due
and the continuance of that default beyond any applicable grace
period, or

. the acceleration of the maturity of any senior debt as a result
of a default,

the holders of all of our senior debt will be entitled to receive:

. in the case of the first two bullet points above, payment of all
amounts due or to become due on all senior debt, and

. in the case of the second two bullet points above, payment of
all amounts due on all senior debt,

before the holders of any of the subordinated debt securities are entitled to
receive any payment. So long as any of the events in the bullet points above has
occurred and is continuing, any amounts payable on the subordinated debt
securities will instead be paid directly to the holders of all senior debt to
the extent necessary to pay the senior debt in full and, if any payment is
received by the subordinated indenture trustee under the subordinated indenture
or the holders of any of the subordinated debt securities before all senior debt
is paid in full, the payment or distribution must be paid over to the holders of
the unpaid senior debt. Subject to paying the senior debt in full, the holders
of the subordinated debt securities will be subrogated to the rights of the
holders of the senior debt to the extent that payments are made to the holders
of senior debt out of the distributive share of the subordinated debt
securities.

The term "senior debt" means with respect to the subordinated debt
securities, the principal of, premium, if any, and interest, if any, on and any
other payment in respect of indebtedness due pursuant to any of the following,
whether outstanding on the date the subordinated debt securities are issued or
thereafter incurred, created or assumed:

. all of our indebtedness evidenced by notes, debentures, bonds or
other securities sold by us for money or other obligations for
money borrowed;

. all indebtedness of others of the kinds described in the
preceding bullet point assumed by or guaranteed in any manner by
us or in effect guaranteed by us through an agreement to
purchase, contingent or otherwise, as applicable; and

. all renewals, extensions or refundings of indebtedness of the
kinds described in either of the first two bullet points above,

unless, in the case of any particular indebtedness, renewal, extension or
refunding, the instrument creating or evidencing the same or the assumption or
guarantee of the same by its terms provides that such indebtedness, renewal,
extension or refunding is not superior in right of payment to or is pari passu
with such securities.

Due to the subordination, if our assets are distributed upon insolvency,
certain of our general creditors may recover more, ratably, than holders of
subordinated debt securities. The subordination provisions will not apply to
money and securities held in trust under the satisfaction and discharge and the
defeasance provisions of the applicable subordinated indenture.

The subordinated debt securities and the subordinated indenture do not
limit our ability to incur additional indebtedness, including indebtedness that
will rank senior to the subordinated debt securities. We may incur substantial
additional amounts of indebtedness in the future.

GOVERNING LAW

The indenture and the debt securities will be governed by, and construed
in accordance with, the internal laws of the State of New York.

DESCRIPTION OF DEPOSITARY SHARES

This section describes the general terms of the depositary shares we may
offer and sell by this prospectus. This prospectus and any accompanying
prospectus supplement will contain the material terms and conditions for the
depositary shares. The accompanying prospectus supplement may add, update, or
change the terms and conditions of the depositary shares as described in this
prospectus.

GENERAL

We may, at our option, elect to offer depositary shares, each
representing a fraction (to be set forth in the prospectus supplement relating
to a particular series of preferred stock) of a share of a particular class or
series of preferred stock as described below. In the event we elect to do so,
depositary receipts evidencing depositary shares will be issued to the public.

The shares of any class or series of preferred stock represented by
depositary shares will be deposited under a deposit agreement among us, a
depositary selected by us, and the holders of the depositary receipts. The
depositary will be a bank or trust company having its principal office in the
United States and having a combined capital and surplus of at least $50,000,000.
Subject to the terms of the deposit agreement, each owner of a depositary share
will be entitled, in proportion to the applicable fraction of a share of
preferred stock represented by such depositary share, to all of the rights and
preferences of the shares of preferred stock represented by the depositary
share, including dividend, voting, redemption and liquidation rights.

The depositary shares will be evidenced by depositary receipts issued
pursuant to the deposit agreement. Depositary receipts will be distributed to
those persons purchasing the fractional shares of the related class or series of
preferred shares in accordance with the terms of the offering described in the
related prospectus supplement.

Pending the preparation of definitive depositary receipts, the
depositary may, upon our written order, issue temporary depositary receipts
substantially identical to, and entitling the holders thereof to all the rights
pertaining to, the definitive depositary receipts but not in definitive form.
Definitive depositary receipts will be prepared without unreasonable delay, and
temporary depositary receipts will be exchangeable for definitive depositary
receipts without charge to the holder.

DIVIDENDS AND OTHER DISTRIBUTIONS

The depositary will distribute all cash dividends or other cash
distributions received for the preferred stock to the entitled record holders of
depositary shares in proportion to the number of depositary shares that the
holder owns on the relevant record date; provided, however, that if we or the
depositary is required by law to withhold an amount on account of taxes, then
the amount distributed to the holders of depositary shares shall be reduced
accordingly. The depositary will distribute only an amount that can be
distributed without attributing to any holder of depositary shares a fraction of
one cent. The depositary will add the undistributed balance to and treat it as
part of the next sum received by the depositary for distribution to holders of
the depositary shares.

If there is a non-cash distribution, the depositary will distribute
property received by it to the entitled record holders of depositary shares, in
proportion, insofar as possible, to the number of depositary shares owned by the
holders, unless the depositary determines, after consultation with us, that it
is not feasible to make such distribution. If this occurs, the depositary may,
with our approval, sell such property and distribute the net proceeds from such
sale to the holders. The deposit agreement also will contain provisions relating
to how any subscription or similar rights that we may offer to holders of the
preferred stock will be available to the holders of the depositary shares.

WITHDRAWAL OF SHARES

Upon surrender of the depositary receipts at the corporate trust office
of the depositary, unless the related depositary shares have previously been
called for redemption, converted or exchanged into our other securities, the
holder of the depositary shares evidenced thereby is entitled to delivery of the
number of whole shares of the related class or series of preferred stock and any
money or other property represented by such depositary shares. Holders of
depositary receipts will be entitled to receive whole shares of the related
class or series of preferred stock on the basis set forth in the prospectus
supplement for such class or series of preferred stock, but holders of such
whole shares of preferred stock will not thereafter be entitled to exchange them
for depositary shares. If the depositary receipts delivered by the holder
evidence a number of depositary shares in excess of the number of depositary
shares representing the number of whole shares of preferred stock to be
withdrawn, the depositary will deliver to such holder at the same time a new
depositary receipt evidencing such excess number of depositary shares. In no
event will fractional shares of preferred stock be delivered upon surrender of
depositary receipts to the depositary.

CONVERSION, EXCHANGE AND REDEMPTION

If any class or series of preferred stock underlying the depositary
shares may be converted or exchanged, each record holder of depositary receipts
representing the shares of preferred stock being converted or exchanged will
have the right or obligation to convert or exchange the depositary shares
represented by the depositary receipts.

Whenever we redeem or convert shares of preferred stock held by the
depositary, the depositary will redeem or convert, at the same time, the number
of depositary shares representing the preferred stock to be redeemed or
converted. The depositary will redeem the depositary shares from the proceeds it
receives from the corresponding redemption of the applicable series of preferred
stock. The depositary will mail notice of redemption or conversion to the record
holders of the depositary shares that are to be redeemed between 30 and 60 days
before the date fixed for redemption or conversion. The redemption price per
depositary share will be equal to the applicable fraction of the redemption
price per share on the applicable class or series of preferred stock. If less
than all the depositary shares are to be redeemed, the depositary will select
which shares are to be redeemed by lot on a pro rata basis or by any other
equitable method as the depositary may decide.

After the redemption or conversion date, the depositary shares called
for redemption or conversion will no longer be outstanding. When the depositary
shares are no longer outstanding, all rights of the holders will end, except the
right to receive money, securities or other property payable upon redemption or
conversion of the depositary shares.

VOTING THE PREFERRED STOCK

When the depositary receives notice of a meeting at which the holders of
the particular class or series of preferred stock are entitled to vote, the
depositary will mail the particulars of the meeting to the record holders of the
depositary shares. Each record holder of depositary shares on the record date
may instruct the depositary on how to vote the shares of preferred stock
underlying the holder's depositary shares. The depositary will try, if
practical, to vote the number of shares of preferred stock underlying the
depositary shares according to the instructions. We will agree to take all
reasonable action requested by the depositary to enable it to vote as
instructed.

AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT

We and the depositary may agree at any time to amend the deposit
agreement and the depositary receipt evidencing the depositary shares. Any
amendment that (a) imposes or increases certain fees, taxes or other charges
payable by the holders of the depositary shares as described in the deposit
agreement or (b) otherwise materially adversely affects any substantial existing
rights of holders of depositary shares, will not take effect until such
amendment is approved by the holders of at least a majority of the depositary
shares then outstanding. Any holder of depositary shares that continues to hold
its shares after such amendment has become effective will be deemed to have
agreed to the amendment.

We may direct the depositary to terminate the deposit agreement by
mailing a notice of termination to holders of depositary shares at least 30 days
before termination. The depositary may terminate the deposit agreement if 90
days have elapsed after the depositary delivered written notice of its election
to resign and a successor depositary is not appointed. In addition, the deposit
agreement will automatically terminate if:

. the depositary has redeemed all related outstanding depositary
shares;

. all outstanding shares of preferred stock have been converted into
or exchanged for common stock; or

. we have liquidated, terminated or wound up our business and the
depositary has distributed the preferred stock of the relevant
series to the holders of the related depositary shares.

REPORTS AND OBLIGATIONS

The depositary will forward to the holders of depositary shares all
reports and communications from us that are delivered to the depositary and that
we are required by law, the rules of an applicable securities exchange or our
amended and restated articles of incorporation to furnish to the holders of the
preferred stock. Neither we nor the depositary will be liable if the depositary
is prevented or delayed by law or any circumstances beyond its control in
performing its obligations under the deposit agreement. The deposit agreement
limits our obligations to performance in good faith of the duties stated in the
deposit agreement. The depositary assumes no obligation and will not be subject
to liability under the deposit agreement except to perform such obligations as
are set forth in the deposit agreement without negligence or bad faith. Neither
we nor the depositary will be obligated to prosecute or defend any legal
proceeding connected with any depositary shares or class or series of preferred
stock unless the holders of depositary shares requesting us to do so furnish us
with a satisfactory indemnity. In performing our obligations, we and the
depositary may rely and act upon the advice of our counsel or accountants, on
any information provided to us by a person presenting shares for deposit, any
holder of a receipt, or any other document believed by us or the depositary to
be genuine and to have been signed or presented by the proper party or parties.

PAYMENT OF FEES AND EXPENSES

We will pay all fees, charges and expenses of the depositary, including
the initial deposit of the preferred stock and any redemption of the preferred
stock. Holders of depositary shares will pay taxes and governmental charges and
any other charges as are stated in the deposit agreement for their accounts.

RESIGNATION AND REMOVAL OF DEPOSITARY

At any time, the depositary may resign by delivering notice to us, and we may
remove the depositary at any time. Resignations or removals will take effect
upon the appointment of a successor depositary and its acceptance of the
appointment. The successor depositary must be appointed within 90 days after the
delivery of the notice of resignation or removal and must be a bank or trust
company having its principal office in the United States and having a combined
capital and surplus of at least $50,000,000.

DESCRIPTION OF WARRANTS

This section describes the general terms of the warrants that we may
offer and sell by this prospectus. This prospectus and any accompanying
prospectus supplement will contain the material terms and conditions for each
warrant. The accompanying prospectus supplement may add, update or change the
terms and conditions of the warrants as described in this prospectus.

GENERAL

We may issue warrants to purchase debt securities or equity securities,
including common stock, Class A common stock or preferred stock. Warrants may be
issued independently or together with any securities and may be attached to or
separate from those securities. The warrants will be issued under warrant
agreements to be entered into between us and a bank or trust company, as warrant
agent, all of which will be described in the prospectus supplement relating to
the warrants we are offering. The warrant agent will act solely as our agent in
connection with the warrants and will not have any obligation or relationship of
agency or trust for or with any holders or beneficial owners of warrants. A copy
of the warrant agreement will be filed with the SEC in connection with the
offering of the warrants.

DEBT WARRANTS

We may issue warrants for the purchase of our debt securities. As
explained below, each debt warrant will entitle its holder to purchase debt
securities at an exercise price set forth in, or to be determinable as set forth
in, the related prospectus supplement. Debt warrants may be issued separately or
together with debt securities.

The debt warrants are to be issued under debt warrant agreements to be
entered into between us, and one or more banks or trust companies, as debt
warrant agent, as will be set forth in the prospectus supplement relating to the
debt warrants being offered by the prospectus supplement and this prospectus. A
copy of the debt warrant agreement, including a form of the debt warrant
certificate representing the debt warrants, will be filed with the SEC in
connection with the offering of the debt warrants.

The particular terms of each issue of debt warrants, the debt warrant
agreement relating to the debt warrants and the debt warrant certificates
representing debt warrants will be described in the applicable prospectus
supplement, including, as applicable:

. the title of the debt warrants;

. the initial offering price;

. the title, aggregate principal amount and terms of the debt
securities purchasable upon exercise of the debt warrants;

. the currency or currency units in which the offering price, if any,
and the exercise price are payable;

. the title and terms of any related debt securities with which the
debt warrants are issued and the number of the debt warrants issued
with each debt security;

. the date, if any, on and after which the debt warrants and the
related debt securities will be separately transferable;

. the principal amount of debt securities purchasable upon exercise of
each debt warrant and the price at which that principal amount of
debt securities may be purchased upon exercise of each debt warrant;

. if applicable, the minimum or maximum number of warrants that may be
exercised at any one time;

. the date on which the right to exercise the debt warrants will
commence and the date on which the right will expire;

. if applicable, a discussion of United States federal income tax,
accounting or other considerations applicable to the debt warrants;

. whether the debt warrants represented by the debt warrant
certificates will be issued in registered or bearer form, and, if
registered, where they may be transferred and registered;

. anti-dilution provisions of the debt warrants, if any;

. redemption or call provisions, if any, applicable to the debt
warrants; and

. any additional terms of the debt warrants, including terms,
procedures and limitations relating to the exchange and exercise of
the debt warrants.

Debt warrant certificates will be exchangeable for new debt warrant
certificates of different denominations and, if in registered form, may be
presented for registration of transfer, and debt warrants may be exercised at
the corporate trust office of the debt warrant agent or any other office
indicated in the related prospectus supplement. Before the exercise of debt
warrants, holders of debt warrants will not be entitled to payments of principal
of, premium, if any, or interest, if any, on the debt securities purchasable
upon exercise of the debt warrants, or to enforce any of the covenants in the
indenture.

EQUITY WARRANTS

We may issue warrants for the purchase of our equity securities, such as
our common stock, Class A common stock or preferred stock. As explained below,
each equity warrant will entitle its holder to purchase equity securities at an
exercise price set forth in, or to be determinable as set forth in, the related
prospectus supplement. Equity warrants may be issued separately or together with
equity securities.

The equity warrants are to be issued under equity warrant agreements to
be entered into between us and one or more banks or trust companies, as equity
warrant agent, as will be set forth in the prospectus supplement relating to the
equity warrants being offered by the prospectus supplement and this prospectus.
A copy of the equity warrant agreement, including a form of the equity warrant
certificate representing the equity warranty, will be filed with the SEC in
connection with the offering of the equity warrants.

The particular terms of each issue of equity warrants, the equity
warrant agreement relating to the equity warrants and the equity warrant
certificates representing equity warrants will be described in the applicable
prospectus supplement, including, as applicable:

. the title of the equity warrants;

. the initial offering price;

. the aggregate number of equity warrants and the aggregate number of
shares of the equity security purchasable upon exercise of the
equity warrants;

. the currency or currency units in which the offering price, if any,
and the exercise price are payable;

. if applicable, the designation and terms of the equity securities
with which the equity warrants are issued, and the number of equity
warrants issued with each equity security;

. the date, if any, on and after which the equity warrants and the
related equity security will be separately transferable;

. if applicable, the minimum or maximum number of the equity warrants
that may be exercised at any one time;

. the date on which the right to exercise the equity warrants will
commence and the date on which the right will expire;

. if applicable, a discussion of United States federal income tax,
accounting or other considerations applicable to the equity
warrants;

. anti-dilution provisions of the equity warrants, if any;

. redemption or call provisions, if any, applicable to the equity
warrants; and

. any additional terms of the equity warrants, including terms,
procedures and limitations relating to the exchange and exercise of
the equity warrants.

Holders of equity warrants will not be entitled, solely by virtue of
being holders, to vote, to consent, to receive dividends, to receive notice as
shareholders with respect to any meeting of shareholders for the election of
directors or any other matter, or to exercise any rights whatsoever as a holder
of the equity securities purchasable upon exercise of the equity warrants.

DESCRIPTION OF UNITS

We may issue units comprised of one or more debt securities, common
stock, shares of preferred stock and warrants in any combination. Each unit will
be issued so that the holder of the unit is also the holder of each security
included in the unit. Thus, the holder of a unit will have the rights and
obligations of a holder of each included security. The unit agreement under
which a unit is issued may provide that the securities included in the unit may
not be held or transferred separately, at any time or at any time before a
specified date.

The prospectus supplement may describe:

. the designation and terms of the units and of the securities
comprising the units, including whether and under what
circumstances those securities may be held or transferred
separately;

. any provisions of the governing unit agreement that differ from
those described below; and

. any provisions for the issuance, payment, settlement, transfer
or exchange of the units or of the securities comprising the
units.

We may issue units in such amounts and in as many distinct series as we
wish. This section summarizes terms of the units that apply generally to all
series.

UNIT AGREEMENTS

We will issue the units under one or more unit agreements to be entered
into between us and a bank or other financial institution, as unit agent. We may
add, replace or terminate unit agents from time to time. We will identify the
unit agreement under which each series of units will be issued and the unit
agent under that agreement in the prospectus supplement.

The following provisions will generally apply to all unit agreements
unless otherwise stated in the prospectus supplement.

ENFORCEMENT OF RIGHTS

The unit agent under a unit agreement will act solely as our agent in
connection with the units issued under that agreement. The unit agent will not
assume any obligation or relationship of agency or trust for or with any holders
of those units or of the securities comprising those units. The unit agent will
not be obligated to take any action on behalf of those holders to enforce or
protect their rights under the units or the included securities.

Except as indicated in the next paragraph, a holder of a unit may,
without the consent of the unit agent or any other holder, enforce its rights as
holder under any security included in the unit, in accordance with the terms of
that security and the indenture, warrant agreement or other instrument under
which that security is issued.

Notwithstanding the foregoing, a unit agreement may limit or otherwise
affect the ability of a holder of units issued under that agreement to enforce
its rights, including any right to bring a legal

action, with respect to those units or any securities, other than debt
securities that are included in those units. Limitations of this kind will be
described in the prospectus supplement.

MODIFICATION WITHOUT CONSENT OF HOLDERS

Unless provided otherwise in an applicable prospectus supplement, we and
the applicable unit agent may amend any unit or unit agreement without the
consent of any holder:

. to cure any ambiguity;

. to correct or supplement any defective or inconsistent provision;

. to make any other change that we believe is necessary or desirable
and will not adversely affect the interests of the affected holders
in any material respect.

We do not need any approval to make changes that affect only units to be
issued after the changes take effect. We may also make changes that do not
adversely affect a particular unit in any material respect, even if they
adversely affect other units in a material respect. In those cases, we do one
need to obtain the approval of the holder of the unaffected unit; we need only
obtain any required approvals from the holders of the affected units.

MODIFICATION WITH CONSENT OF HOLDERS

Unless provided otherwise in an applicable prospectus supplement, we may
not amend any particular unit or a unit agreement with respect to any particular
unit unless we obtain the consent of the holder of that unit, if the amendment
would:

. impair any right of the holder to exercise or enforce any right
under a security included in the unit if the terms of that security
require the consent of the holder to any changes that would impair
the exercise or enforcement of that right, or

. reduce the percentage of outstanding units or any series or class
the consent of whose holders is required to amend that series or
class, or the applicable unit agreement with respect to that series
or class, as described below.

Unless provided otherwise in an applicable prospectus supplement, any
other change to a particular unit agreement and the units issued under that
agreement would require the following approval:

. If the change affects only the units of a particular series issued
under that agreement, the change must be approved by the holders of
a majority of the outstanding units of that series, or

. If the change affects the units of more than one series issued under
that agreement, it must be approved by the holders of a majority of
all outstanding units of all series affected by the change, with the
units of all the affected series voting together as one class for
this purpose.

These provisions regarding changes with majority approval also apply to
changes affecting any securities issued under a unit agreement, as the governing
document.

In each case, the required approval must be given by written consent.

UNIT AGREEMENTS WILL NOT BE QUALIFIED UNDER TRUST INDENTURE ACT

No unit agreement will be qualified as an indenture, and no unit agent
will be required to qualify as a trustee, under the Trust Indenture Act.
Therefore, holders of units issued under unit agreements will not have the
protections of the Trust Indenture Act with respect to their units.

TITLE

We and the unit agents and any of our respective agents may treat the
registered holder of any unit certificate as an absolute owner of the units
evidenced by that certificate for any purpose and as the person entitled to
exercise the rights attaching to the units so requested, despite any notice to
the contrary.

LEGAL OWNERSHIP OF SECURITIES

We can issue securities in registered form or in the form of one or more
global securities. We describe global securities in greater detail below. We
refer to those persons who have securities registered in their own names on the
books that we or any applicable trustee or depositary or warrant agent maintain
for this purpose as the "holders" of those securities. These persons are the
legal holders of the securities. We refer to those persons who, indirectly
through others, own beneficial interests in securities that are not registered
in their own names, as "indirect holders" of those securities. As we discuss
below, indirect holders are not legal holders, and investors in securities
issued in book-entry form or in street name will be indirect holders.

BOOK-ENTRY HOLDERS

We may issue securities in book-entry form only, as we will specify in
the applicable prospectus supplement. This means securities may be represented
by one or more global securities registered in the name of a financial
institution that holds them as depositary on behalf of other financial
institutions that participate in the depositary's book-entry system. These
participating institutions, which are referred to as participants, in turn, hold
beneficial interests in the securities on behalf of themselves or their
customers.

Only the person in whose name a security is registered is recognized as
the holder of that security. Global securities will be registered in the name of
the depositary. Consequently, for global securities, we will recognize only the
depositary as the holder of the securities, and we will make all payments on the
securities to the depositary. The depositary passes along the payments it
receives to its participants, which in turn pass the payments along to their
customers who are the beneficial owners. The depositary and its participants do
so under agreements they have made with one another or with their customers;
they are not obligated to do so under the terms of the securities.

As a result, investors in a global security will not own securities
directly. Instead, they will own beneficial interests in a global security,
through a bank, broker or other financial institution that participates in the
depositary's book-entry system or holds an interest through a participant. As
long as the securities are issued in global form, investors will be indirect
holders, and not holders, of the securities.

STREET NAME HOLDERS

We may terminate global securities or issue securities that are not
issued in global form. In these cases, investors may choose to hold their
securities in their own names or in "street name." Securities held by an
investor in street name would be registered in the name of a bank, broker or
other financial institution that the investor chooses, and the investor would
hold only a beneficial interest in those securities through an account he or she
maintains at that institution.

For securities held in street name, we or any applicable trustee or
depositary will recognize only the intermediary banks, brokers and other
financial institutions in whose names the securities are registered as the
holders of those securities, and we or any such trustee or depositary will make
all payments on those securities to them. These institutions pass along the
payments they receive to their customers who are the beneficial owners, but only
because they agree to do so in their customer agreements or because they are
legally required to do so. Investors who hold securities in street name will be
indirect holders, not holders, of those securities.

LEGAL HOLDERS

Our obligations, as well as the obligations of any applicable trustee or
third party employed by us or a trustee, run only to the legal holders of the
securities. We do not have obligations to investors who hold beneficial
interests in global securities, in street name or by any other indirect means.
This will be the case whether an investor chooses to be an indirect holder of a
security or has no choice because we are issuing the securities only in global
form.

For example, once we make a payment or give a notice to the holder, we
have no further responsibility for the payment or notice, even if that holder is
required, under agreements with its participants or customers or by law, to pass
it along to the indirect holders, but does not do so. Similarly, we may want to
obtain the approval of the holders to amend an indenture, to relieve us of the
consequences of default or of our obligation to comply with a particular
provision of an indenture, or for other purposes. In such an event, we would
seek approval only from the holders, and not the indirect holders, of the
securities. Whether and how the holders contact the indirect holders is up to
the holders.

SPECIAL CONSIDERATIONS FOR INDIRECT HOLDERS

If you hold securities through a bank, broker or other financial
institution, either in book-entry form because the securities are represented by
one or more global securities or in street name, you should check with your own
institution to find out:

. how it handles securities payments and notices;

. whether it imposes fees or charges;

. how it would handle a request for the holders' consent, if ever
required;

. whether and how you can instruct it to send you securities
registered in your own name so you can be a holder, if that is
permitted in the future;

. how it would exercise rights under the securities if there were a
default or other event triggering the need for holders to act to
protect their interests; and

. if the securities are global securities, how the depositary's rules
and procedures will affect these matters.

GLOBAL SECURITIES

A global security is a security that represents one or any other number
of individual securities held by a depositary. Generally, all securities
represented by the same global securities will have the same terms.

Each security issued in book-entry form will be represented by a global
security that we issue to, deposit with and register in the name of a financial
institution or its nominee that we select. The financial institution that we
select for this purpose is called the depositary. Unless we specify otherwise in
the applicable prospectus supplement, DTC will be the depositary for all global
securities issued under this prospectus.

A global security may not be transferred to or registered in the name of
anyone other than the depositary, its nominee or a successor depositary, unless
special termination situations arise. We describe those situations below under
"-- Special Situations when a Global Security will be Terminated." As a result
of these arrangements, the depositary, or its nominee, will be the sole
registered owner and holder of all securities represented by a global security,
and investors will be permitted to own only beneficial interests in a global
security. Beneficial interests must be held by means of an account with a
broker, bank or other financial institution that in turn has an account with the
depositary or with another institution that does. Thus, an investor whose
security is represented by a global security will not be a holder of the
security, but only an indirect holder of a beneficial interest in the global
security.

If the prospectus supplement for a particular security indicates that
the security will be issued as a global security, then the security will be
represented by a global security at all times unless and until the global
security is terminated. If termination occurs, we may issue the securities
through another book-entry clearing system or decide that the securities may no
longer be held through any book-entry clearing system.

SPECIAL CONSIDERATIONS FOR GLOBAL SECURITIES

As an indirect holder, an investor's rights relating to a global
security will be governed by the account rules of the investor's financial
institution and of the depositary, as well as general laws relating to
securities transfers. We do not recognize an indirect holder as a holder of
securities and instead deal only with the depositary that holds the global
security.

If securities are issued only as global securities, an investor should
be aware of the following:

. An investor cannot cause the securities to be registered in his or
her name, and cannot obtain non-global certificates for his or her
interest in the securities, except in the special situations we
describe below;

. An investor will be an indirect holder and must look to his or her
own bank or broker for payments on the securities and protection of
his or her legal rights relating to the securities, as we describe
above;

. An investor may not be able to sell interests in the securities to
some insurance companies and to other institutions that are required
by law to own their securities in non-book-entry form;

. An investor may not be able to pledge his or her interest in the
global security in circumstances where certificates representing the
securities must be delivered to the lender or other beneficiary of
the pledge in order for the pledge to be effective;

. The depositary's policies, which may change from time to time, will
govern payments, transfers, exchanges and other matters relating to
an investor's interest in the global security. We and any applicable
trustee have no responsibility for any aspect of the depositary's
actions or for its records of ownership interests in the global
security. We and the trustee also do not supervise the depositary in
any way;

. The depositary may, and we understand that DTC will, require that
those who purchase and sell interests in the global security within
its book-entry system use immediately available funds, and your
broker or bank may require you to do so as well; and

. Financial institutions that participate in the depositary's
book-entry system, and through which an investor holds its interest
in the global security, may also have their own policies affecting
payments, notices and other matters relating to the securities.
There may be more than one financial intermediary in the chain of
ownership for an investor. We do not monitor and are not responsible
for the actions of any of those intermediaries.

SPECIAL SITUATIONS WHEN A GLOBAL SECURITY WILL BE TERMINATED

In a few special situations described below, a global security will
terminate and interests in it will be exchanged for physical certificates
representing those interests. After that exchange, the choice of whether to hold
securities directly or in street name will be up to the investor. Investors must
consult their own banks or brokers to find out how to have their interests in
securities transferred to their own names, so that they will be direct holders.

We have described the rights of holders and street name investors above.
A global security will terminate when the following special situations occur:

. if the depositary notifies us that it is unwilling, unable or no
longer qualified to continue as depositary for that global security
and we do not appoint another institution to act as depositary
within 90 days;

. if we notify any applicable trustee that we wish to terminate that
global security; or

. if an event of default has occurred with regard to securities
represented by that global security and the default has not been
cured or waived.

The prospectus supplement may also list additional situations for
terminating a global security that would apply only to the particular series of
securities covered by the prospectus supplement. When a global security
terminates, the depositary, and not we or any applicable trustee, is responsible
for deciding the names of the institutions that will be the initial direct
holders.

PLAN OF DISTRIBUTION

We and the selling shareholders may sell the securities described in
this prospectus from time to time in one or more transactions:

. to purchasers directly;

. to underwriters for public offering and sale by them;

. through agents;

. through dealers; or

. through a combination of any of the foregoing methods of sale.

We and the selling shareholders may distribute the securities from time to time
in one or more transactions at:

. a fixed price or prices, which may be changed;

. market prices prevailing at the time of sale;

. prices related to such prevailing market prices; or

. negotiated prices.

DIRECT SALES

We and the selling shareholders may sell the securities directly to
institutional investors or others. A prospectus supplement will describe the
terms of any sale of securities we are offering hereunder.

TO UNDERWRITERS

The applicable prospectus supplement will name any underwriter involved
in a sale of securities. Underwriters may offer and sell securities at a fixed
price or prices, which may be changed, or from time to time at market prices or
at negotiated prices. Underwriters may be deemed to have received compensation
from us from sales of securities in the form of underwriting discounts or
commissions and may also receive commissions from purchasers of securities for
whom they may act as agent.

Underwriters may sell securities to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions (which may be changed from time to
time) from the purchasers for whom they may act as agent.

Unless otherwise provided in a prospectus supplement, the obligations of
any underwriters to purchase securities or any series of securities will be
subject to certain conditions precedent, and the underwriters will be obligated
to purchase all such securities if any are purchased.

THROUGH AGENTS AND DEALERS

We and the selling shareholders will name any agent involved in a sale
of securities, as well as any commissions payable by us to such agent, in a
prospectus supplement. Unless we indicate differently in the prospectus
supplement, any such agent will be acting on a reasonable efforts basis for the
period of its appointment.

If a dealer is utilized in the sale of the securities being offered
pursuant to this prospectus, the securities will be sold to the dealer, as
principal. The dealer may then resell the securities to the public at varying
prices to be determined by the dealer at the time of resale.

DELAYED DELIVERY CONTRACTS

If we so specify in the applicable prospectus supplement, underwriters,
dealers and agents will be authorized to solicit offers by certain institutions
to purchase securities pursuant to contracts providing for payment and delivery
on future dates. Such contracts will be subject to only those conditions set
forth in the applicable prospectus supplement.

The underwriters, dealers and agents will not be responsible for the
validity or performance of the contracts. We will set forth in the prospectus
supplement relating to the contracts the price to be paid for the securities,
the commissions payable for solicitation of the contracts and the date in the
future for delivery of the securities.

GENERAL INFORMATION

The selling shareholders and any underwriters, dealers and agents
participating in a sale of the securities may be deemed to be "underwriters" as
defined in the Securities Act, and any discounts and commissions received by
them and any profit realized by them on resale of the securities may be deemed
to be underwriting discounts and commissions, under the Securities Act. We and
the selling shareholders may have agreements with underwriters, dealers and
agents to indemnify them against certain civil liabilities, including
liabilities under the Securities Act, and to reimburse them for certain
expenses.

Underwriters or agents and their associates may be customers of, engage
in transactions with or perform services for us or our affiliates in the
ordinary course of business.

Unless we indicate differently in a prospectus supplement, we will not
list the securities on any securities exchange, other than shares of our common
stock and Class A Common Stock. The securities, except for our common stock and
Class A Common Stock, will be a new issue of securities with no established
trading market. Any underwriters that purchase securities for public offering
and sale may make a market in such securities, but such underwriters will not be
obligated to do so and may discontinue any market making at any time without
notice. We make no assurance as to the liquidity of or the trading markets for
any securities.

The filing of the registration statement in which this prospectus is
included does not preclude us from issuing securities in a transaction that is
exempt from the registration provisions of the securities laws.

LEGAL MATTERS

Certain legal matters relating to the offering will be passed upon for
us and the selling shareholders by Akerman Senterfitt, Miami, Florida.

EXPERTS

The consolidated financial statements incorporated in this prospectus by
reference from HEICO Corporation's Annual Report on Form 10-K for the year ended
October 31, 2003 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports and other information with
the Securities and Exchange Commission. You may read and copy these reports and
other information at the Public Reference Room maintained by the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Commission at
1-800-SEC-0330 for further information on the public reference rooms. In
addition, you may read our Commission filings over the Internet at the
Commission's website at http://www.sec.gov.

We have filed with the Commission a Registration Statement on Form S-3
under the Securities Act to register with the Commission the securities
described herein. This prospectus, which is a part of the registration
statement, does not contain all of the information set forth in the registration
statement. For further information about us and our securities, you should refer
to the registration statement.

INCORPORATION OF DOCUMENTS BY REFERENCE

The Commission allows us to provide information about our business and
other important information to you by "incorporating by reference" the
information we file with the Commission, which means that we can disclose the
information to you by referring in this prospectus to the documents we file with
the Commission. Under the Commission's regulations, any statement contained in a
document incorporated by reference in this prospectus is automatically updated
and superseded by any information contained in this prospectus, or in any
subsequently filed document of the types described below.

We incorporate into this prospectus by reference the following documents
filed by us with the Commission, each of which should be considered an important
part of this prospectus:

(a) Our Annual Report on Form 10-K for the year ended October 31, 2003;

(b) Our Quarterly Report on Form 10-Q for the period ended January 31,
2004;

(d) the description of our common stock contained in our Registration
Statement on Form 8-B, filed on April 28, 1993; and

(e) the description of our Class A common stock contained in our
Registration Statement on Form 8-A, filed on April 8, 1998, as
amended January 27, 1999.

In addition, all documents subsequently filed by us pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this registration statement and to be a
part hereof from the date of filing of such documents. Any statement in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for the purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

We will provide to you, upon request, a copy of each of our filings at
no cost. Please make your request by writing or telephoning us at the following
address or telephone number:

HEICO Corporation
3000 Taft Street
Hollywood, Florida 33021
Tel: (954) 987-4000

You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date on the front of those documents.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*

SEC registration fee............................. $ 16,059.86
Legal fees and expenses.......................... $ 100,000.00
Accounting fees and expenses..................... $ 7,000.00
Printing, engraving and mailing expenses......... $ 75,000.00
Miscellaneous.................................... $ 11,940.14
-------------
Total..................................... $ 210,000.00
=============

* All amounts, except for the SEC registration fee, are estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

We have authority under Section 607.0850 of the Florida Business
Corporation Act to indemnify our directors and officers to the extent provided
in such statute. Our Articles of Incorporation provide that we may indemnify our
executive officers and directors to the fullest extent permitted by law either
now or hereafter. We have entered or will enter into an agreement with each of
our directors and some of our officers wherein we have agreed or will agree to
indemnify each of them to the fullest extent permitted by law.

The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director, and in
appropriate circumstances, equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Florida law. In addition,
each director will continue to be subject to liability for (a) violations of
criminal laws, unless the director had reasonable cause to believe his conduct
was lawful or had no reasonable cause to believe his conduct was unlawful; (b)
deriving an improper personal benefit from a transaction; (c) voting for or
assenting to an unlawful distribution; and (d) willful misconduct or a conscious
disregard for our best interests in a proceeding by or in our right to procure a
judgment in our favor or in a proceeding by or in the right of a shareholder.
The statute does not affect a director's responsibilities under any other law,
such as the federal securities laws.

II-1

ITEM 16. EXHIBITS.

EXHIBIT NO. DESCRIPTION
----------- ----------------------------------------------------------------
1.1 Underwriting Agreement.*

4.1 Specimen Preferred Stock Certificate and Form of Designations of
Preferred Stock.*

4.2 Form of Indenture.**

4.3 Form of Note.*

4.4 Form of Deposit Agreement and Depositary Receipt.*

4.5 Form of Common Stock Warrant Agreement and Warrant Certificate.*

4.6 Form of Class A Common Stock Warrant Agreement and warrant
Certificate.*

4.7 Form of Preferred Stock Warrant Agreement and Warrant
Certificate.*

4.8 Form of Debt Securities Warrant Agreement and Warrant
Certificate.*

4.9 Form of Unit.*

4.10 Form of Unit Agreement.*

5.1 Opinion of Akerman Senterfitt.**

12.1 Statement of Computation of Ratio of Earnings to Fixed
Charges.**

23.1 Consent of Deloitte & Touche LLP.**

23.2 Consent of Akerman Senterfitt**.

24.1 Power of Attorney.**

25.1 Statement of Eligibility of Trustee.*

* To be filed by amendment or as an exhibit to a report filed under the
Securities Exchange Act of 1934, as amended, and incorporated herein by
reference.

** Previously Filed.

ITEM 17. UNDERTAKINGS.

(a) The registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered)

II-2

and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of
such issue.

(d) The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance
with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Trust Indenture Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hollywood, State of Florida, on May 11, 2004.

HEICO CORPORATION

By: /s/ Laurans A. Mendelson
------------------------------------
Laurans A. Mendelson
Chairman of the Board, President,
Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------------------------------- --------------------------------------- ---------------

/s/ Laurans A. Mendelson Chairman of the Board, President, Chief May 11, 2004
--------------------------------- Executive Officer (principal executive
LAURANS A. MENDELSON officer) and Director

* Executive Vice President and Chief May 11, 2004
--------------------------------- Financial Officer (principal financial
THOMAS S. IRWIN officer)

* Executive Vice President and Director; May 11, 2004
--------------------------------- President of HEICO Aerospace Holdings
ERIC A. MENDELSON Corp.

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SIGNATURE TITLE DATE
--------------------------------- --------------------------------------- ---------------

* Executive Vice President, General May 11, 2004
--------------------------------- Counsel and Director; President and
VICTOR H. MENDELSON Chief Executive Officer of HEICO
Electronic Technologies Corp.

* Director May 11, 2004
---------------------------------
SAMUEL L. HIGGINBOTTOM

* Director May 11, 2004
---------------------------------
WOLFGANG MAYRHUBER

* Director May 11, 2004
---------------------------------
ALBERT MORRISON, JR.

* Director May 11, 2004
---------------------------------
DR. ALAN SCHRIESHEIM

* By Power of Attorney

II-5