-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J0g80VtWh2cB51zl9FGjArua0ug7s4I+yeuGF1RVO5/DVOA2uffD4gxJW+k4LYd3 ylQ0C/zN8khsJ5mzK6jlUQ== 0000912057-01-004418.txt : 20010212 0000912057-01-004418.hdr.sgml : 20010212 ACCESSION NUMBER: 0000912057-01-004418 CONFORMED SUBMISSION TYPE: S-4MEF PUBLIC DOCUMENT COUNT: 5 333-51782 FILED AS OF DATE: 20010209 EFFECTIVENESS DATE: 20010209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEDEX CORP CENTRAL INDEX KEY: 0001048911 STANDARD INDUSTRIAL CLASSIFICATION: AIR COURIER SERVICES [4513] IRS NUMBER: 621721435 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4MEF SEC ACT: SEC FILE NUMBER: 333-55262 FILM NUMBER: 1529838 BUSINESS ADDRESS: STREET 1: 942 SOUTH SHADY GROVE ROAD CITY: MEMPHIS STATE: TN ZIP: 38120- BUSINESS PHONE: 9013693600 MAIL ADDRESS: STREET 1: 6075 POPLAR AVENUE CITY: MEMPHIS STATE: TN ZIP: 38119 FORMER COMPANY: FORMER CONFORMED NAME: FDX CORP DATE OF NAME CHANGE: 19971103 S-4MEF 1 a2037516zs-4mef.txt S-4MEF As filed with the Securities and Exchange Commission on February 9, 2001 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------ FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------ FEDEX CORPORATION (Exact Name of Registrant as Specified in its Charter) DELAWARE 4513 62-1721435 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification Number)
942 SOUTH SHADY GROVE ROAD MEMPHIS, TENNESSEE 38120 (901) 818-7200 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) ------------------------------ KENNETH R. MASTERSON FEDEX CORPORATION 942 SOUTH SHADY GROVE ROAD MEMPHIS, TENNESSEE 38120 (901) 818-7200 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) ------------------------------ COPIES TO: DENNIS S. HERSCH, ESQ. JEFFREY J. GEARHART, ESQ. DAVIS POLK & WARDWELL KUTAK ROCK LLP 450 LEXINGTON AVENUE 425 WEST CAPITOL AVENUE, SUITE 1100 NEW YORK, NEW YORK 10017 LITTLE ROCK, ARKANSAS 72201 (212) 450-4000 (501) 975-3000 ------------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effectiveness of this Registration Statement and the effective time of the merger of American Freightways Corporation with and into FDX, Inc., a wholly-owned subsidiary of the Registrant, as described in the Amended and Restated Agreement and Plan of Merger dated as of November 12, 2000 and amended and restated as of January 5, 2001. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. [X] Registration No. 333-51782 If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. / / ------------------------------ CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(3) REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------- Common Stock, par value $0.10 per share 635,038 $ 43.41 $27,567,108 $6,892 - ----------------------------------------------------------------------------------------------------------------------
(1) Based on the estimated number of shares of FedEx common stock issuable in connection with the merger, calculated as the product of (i) 16,790,880 shares of American Freightways common stock estimated to be outstanding on the merger date and not owned by FedEx or FDX, Inc. and (ii) an exchange ratio of 0.6639. In connection with the filing of the Registration Statement on Form S-4 (Registration No. 333-51782), 10,512,427 shares of FedEx common stock were previously registered with the Securities and Exchange Commission and a fee of $130,575 was paid. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f)(1) and Rule 457(c) under the Securities Act, based on the average of the high and low sales prices of American Freightways common stock reported on the Nasdaq National Market on February 7, 2001 ($28.82), at the exchange ratio of 0.6639. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f)(1) and Rule 457(c) under the Securities Act, based on the estimated number of additional shares of American Freightways common stock to be acquired in the merger multiplied by the average of the high and low sales prices of American Freightways common stock reported on the Nasdaq National Market on February 7, 2001 ($28.82). - -------------------------------------------------------------------------------- INCORPORATION BY REFERENCE The contents of the earlier Registration Statement on Form S-4, as amended (Registration No. 333-51782), are hereby incorporated by reference 2 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee, on February 9, 2001. FEDEX CORPORATION By: /s/ James S. Hudson ----------------------------------------------- James S. Hudson Corporate Vice President - Strategic Financial Planning and Control Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
SIGNATURE CAPACITY DATE * Chairman of the Board, President February 9, 2001 - ---------------------------------------- and Chief Executive Officer and Frederick W. Smith Director (PRINCIPAL EXECUTIVE OFFICER) * Executive Vice President and February 9, 2001 - ---------------------------------------- Chief Financial Officer Alan B. Graf, Jr. (PRINCIPAL FINANCIAL OFFICER) /s/ James S. Hudson Corporate Vice President - February 9, 2001 - ---------------------------------------- Strategic Financial Planning James S. Hudson and Control (PRINCIPAL ACCOUNTING OFFICER) * Director February 9, 2001 - ---------------------------------------- James L. Barksdale * Director February 9, 2001 - ---------------------------------------- Robert L. Cox * Director February 9, 2001 - ---------------------------------------- Ralph D. DeNunzio * Director February 9, 2001 - ---------------------------------------- Judith L. Estrin * Director February 9, 2001 - ---------------------------------------- Philip Greer * Director February 9, 2001 - ---------------------------------------- J.R. Hyde, III * Director February 9, 2001 - ---------------------------------------- Shirley Ann Jackson 3 * Director February 9, 2001 - ---------------------------------------- George J. Mitchell * Director February 9, 2001 - ---------------------------------------- Joshua I. Smith * Director February 9, 2001 - -------------------------------------------- Paul S. Walsh * Director February 9, 2001 - ---------------------------------------- Peter S. Willmott *By: /s/ James S. Hudson ------------------------------------ James S. Hudson Attorney-in-Fact
4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION 5.1 Opinion of Kenneth R. Masterson, Executive Vice President, General Counsel and Secretary of FedEx Corporation, regarding the validity of the securities being registered. 15.1 Letter of Arthur Andersen LLP regarding unaudited interim financial information of FedEx Corporation. 23.1 Consent of Arthur Andersen LLP with respect to FedEx Corporation's financial statements. 23.2 Consent of Ernst & Young LLP with respect to American Freightways Corporation's financial statements. 23.3 Consent of Kenneth R. Masterson (included in the opinion filed as Exhibit 5.1).
E-1 EX-5.1 2 a2037516zex-5_1.txt OPINION OF KENNETH R. MASTERSON Exhibit 5.1 [LETTERHEAD OF KENNETH R. MASTERSON] February 9, 2001 FedEx Corporation 942 South Shady Grove Road Memphis, Tennessee 38120 Ladies and Gentlemen: I am the Executive Vice President, General Counsel and Secretary of FedEx Corporation, a Delaware corporation ("FedEx"), and have participated in the preparation of this Registration Statement on Form S-4 (the "Registration Statement"). The Registration Statement is to be filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of the offer and sale of shares of FedEx's common stock, par value $0.10 per share (the "Shares"), that may be issued in exchange for shares of common stock, par value $0.01 per share, of American Freightways Corporation ("American Freightways"). Such issuance and exchange would occur in connection with the merger (the "Merger") of American Freightways with and into FedEx's wholly-owned subsidiary FDX, Inc., as described in the Amended and Restated Agreement and Plan of Merger (the "Merger Agreement") dated as of November 12, 2000 and amended and restated as of January 5, 2001 among American Freightways, FedEx and FDX, Inc. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates and other instruments, and have conducted such other investigations of fact and law, as I have deemed necessary or advisable for the purpose of rendering this opinion. Based upon the foregoing, I am of the opinion that the Shares which are being registered pursuant to the Registration Statement have been duly authorized by FedEx, and when issued in the manner contemplated by the Registration Statement and in accordance with the terms of the Merger Agreement, the Shares will be validly issued, fully paid and nonassessable. I am a member of the Bar of the State of Tennessee and the foregoing opinion is limited to the laws of the State of Tennessee, the federal laws of the United States of America and the General Corporation Law of the State of Delaware. I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to me under the caption "Legal Matters" in the proxy statement/prospectus contained in the Registration Statement. Very truly yours, /s/ Kenneth R. Masterson Kenneth R. Masterson Executive Vice President, General Counsel and Secretary EX-15.1 3 a2037516zex-15_1.txt LETTER OF ARTHUR ANDERSEN LLP Exhibit 15.1 [LETTERHEAD OF ARTHUR ANDERSEN LLP] February 6, 2001 FedEx Corporation 942 South Shady Grove Road Memphis, Tennessee 38120 Ladies and Gentlemen: We are aware that FedEx Corporation has incorporated by reference in this Form S-4 Registration Statement its Form 10-Qs for the quarters ended August 31, 2000 and November 30, 2000, which include our reports dated September 18, 2000, and December 19, 2000, respectively, covering the unaudited interim financial information contained therein. Pursuant to Regulation C of the Securities Act of 1933, those reports are not considered a part of this Registration Statement prepared or certified by our firm or reports prepared or certified by our firm within the meaning of Sections 7 and 11 of the Act. Very truly yours, /s/ Arthur Andersen LLP EX-23.1 4 a2037516zex-23_1.txt CONSENT OF ARTHUR ANDERSEN Exhibit 23.1 Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation by reference in this Form S-4 Registration Statement of FedEx Corporation of our reports dated June 27, 2000 included in FedEx Corporation's Form 10-K for the year ended May 31, 2000, and to all references to our Firm included in this Registration Statement. /s/ Arthur Andersen LLP Memphis, Tennessee, February 6, 2001. EX-23.2 5 a2037516zex-23_2.txt CONSENT OF ERNST & YOUNG Exhibit 23.2 Consent of Independent Auditors We consent to the reference to our firm under the caption "Independent Accountants" and "Selected Historical Financial Data of American Freightways" included in the proxy statement of American Freightways Corporation that is made a part of the Registration Statement (Form S-4) and Prospectus of FedEx Corporation for the registration of shares of its common stock and to the incorporation by reference therein of our reports dated January 20, 2000, with respect to the consolidated financial statements of American Freightways Corporation incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1999, and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Little Rock, Arkansas February 8, 2001 -----END PRIVACY-ENHANCED MESSAGE-----