POS AM 1 a2044192zposam.txt POS AM As filed with the Securities and Exchange Commission on April 3, 2001 REGISTRATION NO. 333-55262 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------ POST-EFFECTIVE AMENDMENT NO. 1 TO 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 (Primary Standard Industrial (I.R.S. Employer Jurisdiction of Classification Code Number) Identification Number) Incorporation or Organization) 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) ------------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Not applicable 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. / / 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. / / ================================================================================ DEREGISTRATION OF SECURITIES FedEx Corporation (the "Registrant") registered an aggregate of 11,147,465 shares of its common stock, par value $0.10 per share ("Common Stock"), issuable in connection with the merger (the "Merger") of American Freightways Corporation ("American Freightways") with and into FedEx Freight System, Inc. (formerly known as FDX, Inc.), a wholly-owned subsidiary of the Registrant ("FedEx Freight"), 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 by and among the Registrant, FedEx Freight and American Freightways (the "Merger Agreement"). The Registrant registered (i) 10,512,427 shares of Common Stock pursuant to a Registration Statement on Form S-4, as amended (Registration No. 333-51782), declared effective on January 8, 2001, and (ii) 635,038 shares of Common Stock pursuant to a Registration Statement on Form S-4 (Registration No. 333-55262), filed pursuant to Rule 462(b) under the Securities Act of 1933 on February 9, 2001. The Merger was effected on February 9, 2001. Pursuant to the terms of the Merger Agreement, the Registrant issued a total of 11,042,965 shares of Common Stock in connection with the Merger. By this Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 (Registration No. 333-55262), the Registrant hereby deregisters the 104,500 shares of Common Stock heretofore registered but not issued in connection with the Merger. 1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 (Registration No. 333-55262) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee, on March 30, 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 Post-Effective Amendment No. 1 to the 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 March 30, 2001 ------------------------- and Chief Executive Officer and Frederick W. Smith Director (PRINCIPAL EXECUTIVE OFFICER) * Executive Vice President and March 30, 2001 ------------------------- Chief Financial Officer Alan B. Graf, Jr. (PRINCIPAL FINANCIAL OFFICER) /s/ James S. Hudson Corporate Vice President - March 30, 2001 ------------------------- Strategic Financial Planning James S. Hudson and Control (PRINCIPAL ACCOUNTING OFFICER) * Director March 30, 2001 ------------------------- James L. Barksdale * Director March 30, 2001 ------------------------- Robert L. Cox * Director March 30, 2001 ------------------------- Ralph D. DeNunzio * Director March 30, 2001 ------------------------- Judith L. Estrin Director March __, 2001 ------------------------- F.S. Garrison * Director March 30, 2001 ------------------------- Philip Greer * Director March 30, 2001 ------------------------- J.R. Hyde, III 2 * Director March 30, 2001 ------------------------- Shirley Ann Jackson * Director March 30, 2001 ------------------------- George J. Mitchell * Director March 30, 2001 ------------------------- Joshua I. Smith * Director March 30, 2001 ------------------------- Paul S. Walsh * Director March 30, 2001 ------------------------- Peter S. Willmott *By: /s/ James S. Hudson -------------------- James S. Hudson Attorney-in-Fact
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