SC TO-T/A 1 0001.txt =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE TO/A (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) AMERICAN FREIGHTWAYS CORPORATION (Name of Subject Company) FDX, INC. FEDEX CORPORATION (Name of Filing Persons - Offeror) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) ----------------------- 02629V108 (Cusip Number of Class of Securities) KENNETH R. MASTERSON FedEx Corporation 942 South Shady Grove Road Memphis, TN 38120 Telephone: (901) 818-7200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copies to: Dennis S. Hersch Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Telephone: (212) 450-4000 CALCULATION OF FILING FEE Transaction valuation* Amount of filing fee* ---------------------- --------------------- $458,332,639 $91,667 *Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the purchase of a total of 16,293,375 shares of the outstanding Common Stock, par value $0.01 per share, at a price per Share of $28.13 in cash. Such number of Shares represents approximately 50.1% of the shares of American Freightways Corporation outstanding as of November 10, 2000. **Calculated as 1/50 of 1% of the transaction value. Fee was paid on November 20, 2000. [ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: ______________ Filing Party:___________________________ Form or Registration No.:______________ Date Filed: ___________________________ [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer. [ ] =============================================================================== AMENDMENT No. 4 TO SCHEDULE TO This Amendment No. 4 to the Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on November 20, 2000 and subsequently amended (the "Schedule TO") relating to an offer by FedEx Corporation, a Delaware corporation ("Parent"), and FDX, Inc., a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Parent, to purchase up to 50.1% of the outstanding shares of common stock, par value $.01 per share, and associated rights (the "Shares"), of American Freightways Corporation, an Arkansas corporation ("Company"), at $28.13 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 20, 2000, as amended (the "Offer to Purchase"), and in the related Letter of Transmittal. Copies of the Offer to Purchase and the Letter of Transmittal are attached as Exhibits (a)(1) and (a)(2), respectively, to the Schedule TO. The information set forth in the Offer to Purchase and related Letter of Transmittal, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference. Capitalized terms used and not defined herein shall have the meanings set forth in the Offer to Purchase. Items 1 through 9, 11, and 12 Items 1 through 9, and 11 of the Schedule TO are hereby amended and supplemented by adding the following: "On December 22, 2000, FedEx issued a press release, a copy of which is filed as Exhibit (a)(7) hereto and incorporated herein by reference, announcing the preliminary results of the Offer." Item 12 is hereby amended and supplemented by adding the following: EXHIBIT INDEX (a)(7) Text of Press Release issued by Parent dated December 22, 2000. 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. FEDEX CORPORATION /s/ Kenneth R. Masterson ---------------------------------------- (Signature) Kenneth R. Masterson, Executive Vice President, General Counsel and Secretary ---------------------------------------- (Name and Title) December 22, 2000 ---------------------------------------- (Date) FDX, INC. /s/ Kenneth R. Masterson ---------------------------------------- (Signature) Kenneth R. Masterson, President ---------------------------------------- (Name and Title) December 22, 2000 ---------------------------------------- (Date) EXHIBIT INDEX Exhibit No. ----------- (a)(1) Offer to Purchase dated November 20, 2000.* (a)(2) Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).* (a)(3) Notice of Guaranteed Delivery.* (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(6) Form of summary advertisement dated November 20, 2000.* (a)(7) Text of Press Release issued by Parent dated December 22, 2000. (b)(1) Commitment Letter from The Chase Manhattan Bank dated November 10, 2000.* (b)(2) Credit Agreement among FedEx Corporation, the Lenders, Commerzbank AG, as Syndication Agent, Bank of America, N.A., as Documentation Agent, The Chase Manhattan Bank, as Administrative Agent, and Chase Securities Inc., as Lead Arranger and Book Manager, dated as of December 13, 2000.** (d)-(1) Agreement and Plan of Merger among Parent, Purchaser and the Company dated as of November 12, 2000.* (d)-(2) Irrevocable Proxy and Voting Agreement among Parent and certain shareholders of the Company dated as of November 12, 2000.* (d)-(3) Confidentiality Agreement between Parent and the Company dated September 21, 2000.* (d)-(4) Confidentiality Agreement between Parent and the Company dated September 21, 2000.* (g) Not applicable (h) Not applicable * Filed with the Schedule TO on November 20, 2000. ** Filed with Amendment No. 2 to the Schedule TO on December 15, 2000.