-----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, RDHC3wZTdPmR/P571uK4SbVwjBqkpRlf+GJACRXjusW+jQ9h/SQKhi/lWbCtIUbU Ag0CRBNHyasW9RxViZlxuA== 0000950103-99-001113.txt : 19991228 0000950103-99-001113.hdr.sgml : 19991228 ACCESSION NUMBER: 0000950103-99-001113 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991227 GROUP MEMBERS: DEUTSCHE POST AG GROUP MEMBERS: DP ACQUISITION CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AIR EXPRESS INTERNATIONAL CORP /DE/ CENTRAL INDEX KEY: 0000700674 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 362074327 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-07933 FILM NUMBER: 99780779 BUSINESS ADDRESS: STREET 1: 120 TOKENEKE RD PO BOX 1231 CITY: DARIEN STATE: CT ZIP: 06820 BUSINESS PHONE: 2036557900 MAIL ADDRESS: STREET 1: 120 TOKENEKE RD STREET 2: P O BOX 1231 CITY: DARIEN STATE: CT ZIP: 06820 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DP ACQUISITION CORP CENTRAL INDEX KEY: 0001098997 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: C/O DEUTSCHE POST AG D-53175 CITY: BONN GERMANY BUSINESS PHONE: 011492281823620 MAIL ADDRESS: STREET 1: C/O DEUTSCHE POST AG STREET 2: D-53175 CITY: BONN GERMANY SC 14D1/A 1 File No. 005-07933 As filed with the Securities and Exchange Commission on December 27, 1999 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) AIR EXPRESS INTERNATIONAL CORPORATION (Name of Subject Company) DEUTSCHE POST AG DP ACQUISITION CORPORATION a wholly-owned subsidiary of DEUTSCHE POST AG (Bidders) ----------------------- Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) ----------------------- 009104100 (Cusip Number) Dr. Klaus Engelen Deutsche Post AG Heinrich-von-Stephan-Str. 1 53175 Bonn, Germany Telephone: 011-49-228-182-3600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) Copies to: Christopher Mayer Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Telephone: (212) 450-4000 =============================================================================== This Amendment No. 3 ("Amendment No. 3") amends and supplements the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") originally filed on November 19, 1999 by Deutsche Post AG, a German corporation ("Parent"), and DP Acquisition Corporation ("Purchaser"), a Delaware corporation and a wholly-owned subsidiary of Parent, as amended by Amendment No. 1 to the Schedule 14D-1 filed with the Commission on November 23, 1999, and Amendment No. 2 to the Schedule 14D-1 filed with the Commission on December 17, 1999, relating to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share (the "Shares"), of Air Express International Corporation, a Delaware corporation (the "Company"), at a price of $33.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 19, 1999 (the "Offer to Purchase") and in the related Letter of Transmittal. All capitalized terms used in this Amendment No. 3 without definition have the meanings attributed to them in the Schedule 14D-1. The items of the Schedule 14D-1 set forth below are hereby amended and supplemented as follows: Item 10. Additional Information Item 10(b)-(c) is hereby amended and supplemented by addition to the end thereof the following: The waiting period under the HSR Act applicable to the purchase of the Shares pursuant to the Offer expired at 11:59 p.m. on December 24, 1999. A copy of the joint press release, dated December 27, 1999, issued by Parent and the Company announcing the expiration of the waiting period is attached hereto as Exhibit (a)(10) and is incorporated by reference. Item 11. Material to be Filed as Exhibits. Item 11 is hereby amended and supplemented to add the following exhibit: (a)(10) Text of Joint Press Release issued by Parent and the Company on December 27, 1999. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 27, 1999 DP ACQUISITION CORPORATION By: /s/ Dr. Klaus Engelen -------------------------------------- Name: Dr. Klaus Engelen Title: General Counsel, Executive Vice President and Secretary DEUTSCHE POST AG By: /s/ Dr. Bernd Boecken -------------------------------------- Name: Dr. Bernd Boecken Title: Director of Finance By: /s/ Dr. Klaus Engelen -------------------------------------- Name: Dr. Klaus Engelen Title: General Counsel EXHIBIT INDEX Exhibit No. - ----------- (a)(10) Text of Joint Press Release issued by Parent and the Company on December 27, 1999. EX-99.A.10 2 Exhibit (a)(10) FOR IMMEDIATE RELEASE Deutsche Post and Air Express International Announce Expiration of Hart-Scott-Rodino Waiting Period Frankfurt, Germany/ Darien, CT-- December 27, 1999 -- Deutsche Post AG and Air Express International Corporation (NASDAQ: AEIC) announced today that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act applicable to Deutsche Post's offer to purchase all outstanding shares of common stock of Air Express International Corporation expired at 11:59 p.m. on December 24, 1999. As previously announced, the expiration date (and withdrawal rights) for the offer to purchase has been extended until 12:00 midnight, New York City time, on Wednesday, February 9, 2000. The offer to purchase will expire on that date unless further extended. The offer was extended to provide additional time to obtain necessary regulatory approvals for the transaction, including approvals in the United States and under the European Commission's regulations. Deutsche Post is hopeful that such approvals will be obtained by early February. However, no assurances can be given. For additional information, please contact Deutsche Banc Alex. Brown, the Dealer Manager for the offer, at 212-250-6000 (call collect) or Georgeson Shareholder Communications Inc., the Information Agent, at 800-223-2064. -----END PRIVACY-ENHANCED MESSAGE-----