-----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, BVdQv0hN3TAxUzzBDtSpju8VynjipoxkPmilkiaTP1r9tX3kBMUEXhJUtG5cWxqr EevCJzAE3aCgoUySzruJPQ== 0000950103-00-001376.txt : 20010101 0000950103-00-001376.hdr.sgml : 20010101 ACCESSION NUMBER: 0000950103-00-001376 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001229 GROUP MEMBERS: FDX, INC. GROUP MEMBERS: FEDEX CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN FREIGHTWAYS CORP CENTRAL INDEX KEY: 0000846729 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 742391754 STATE OF INCORPORATION: AR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40826 FILM NUMBER: 798539 BUSINESS ADDRESS: STREET 1: 2200 FORWARD DR CITY: HARRISON STATE: AR ZIP: 72601 BUSINESS PHONE: 8707419000 MAIL ADDRESS: STREET 1: 2200 FORWARD DR CITY: HARRISON STATE: AR ZIP: 72601 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN FREIGHTWAYS CORP CENTRAL INDEX KEY: 0000846729 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 742391754 STATE OF INCORPORATION: AR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-40826 FILM NUMBER: 798540 BUSINESS ADDRESS: STREET 1: 2200 FORWARD DR CITY: HARRISON STATE: AR ZIP: 72601 BUSINESS PHONE: 8707419000 MAIL ADDRESS: STREET 1: 2200 FORWARD DR CITY: HARRISON STATE: AR ZIP: 72601 FILED BY: 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: SC TO-T/A 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 FILED BY: 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: SC TO-T/A 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 SC TO-T/A 1 0001.txt =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FINAL AMENDMENT TO SCHEDULE TO (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. 5 - Final Amendment) 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** ---------------------- --------------------- $460,770,469 $92,155 *Estimated for purposes of calculating the amount of the filing fee only. The amount represents the purchase of a total of 16,380,038 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 December 21, 2000. **Calculated as 1/50 of 1% of the transaction value. Of this amount, $91,677 was paid on November 20, 2000. The balance of $488 was paid on December 29, 2000. [X] 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: $91,677 Filing Party: FEDEX CORPORATION -------------------- ------------------------ Form or Registration No.: 005-40826 Date Filed: NOVEMBER 20, 2000 ------------------ -------------------------- [ ] 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. [X] 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. [X] =============================================================================== - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FedEx Corporation - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 16,380,043 ------------------------------------------ NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 11,179,540 ------------------------------------------ 9 SOLE DISPOSITIVE POWER 16,380,043 ------------------------------------------ 10 SHARED DISPOSITIVE POWER 11,179,540 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,559,583 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 84.3% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- FINAL AMENDMENT TO SCHEDULE TO This Final Amendment 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: "A total of 16,885,407 Shares were validly tendered and not withdrawn, including Shares for which certificates were delivered to the Depositary pursuant to the Offer's guaranteed delivery procedure. FDX has accepted for payment 16,380,038 Shares. FedEx has been informed by the Depositary that the final proration factor is 97.01%. Following purchase of the Shares, FedEx and FDX will be the record owner of 16,380,043 Shares (or approximately 50.1% of the outstanding Shares) and may be deemed the beneficial owner of 27,559,583 Shares (or approximately 84.3% of the outstanding Shares) by virtue of the provisions of the Voting Agreement. FedEx expects that the Merger will be completed on or about February 9, 2001. On December 29, 2000, FedEx issued a press release, a copy of which is filed as Exhibit (a)(8) hereto and is incorporated herein by reference, announcing the final results of the Offer." Item 12 is hereby amended and supplemented by adding the following: EXHIBIT INDEX (a)(8) Text of Press Release issued by Parent dated December 29, 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 29, 2000 ---------------------------------------- (Date) FDX, INC. /s/ Kenneth R. Masterson ---------------------------------------- (Signature) Kenneth R. Masterson, President ---------------------------------------- (Name and Title) December 29, 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.*** (a)(8) Text of Press Release issued by Parent dated December 29, 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. *** Filed with Amendment No. 4 to the Schedule TO on December 22, 2000. EX-99.(A)(8) 2 0002.txt Press Release FedEx Announces Final Results of Tender Offer for American Freightways Shares MEMPHIS, Tenn -- (BUSINESS WIRE) - December 29, 2000 -- FedEx Corporation (NYSE:FDX) today announced the final results of the successful completion of its offer, made through its wholly owned subsidiary FDX, Inc., to purchase up to 50.1% of the outstanding shares of common stock and associated rights of American Freightways Corporation (Nasdaq:AFWY) at a price of $28.13 per share. The cash tender offer, which was oversubscribed, expired at 12:00 midnight, New York City time, on Thursday, December 21, 2000. FedEx announced that 16,885,407 shares were properly tendered and not withdrawn. Pursuant to the tender offer, FedEx will purchase 16,380,038 of the tendered shares. The final proration factor for the tender offer is 97.01 percent. The depositary for the tender offer, EquiServe Trust Company, N.A., will be issuing payment promptly for the shares accepted under the tender offer. After the purchase of the shares, FedEx and FDX, Inc. will own approximately 50.1 percent of the outstanding shares of American Freightways. Merrill Lynch & Co. acted as dealer manager for the tender offer. As previously announced, the tender offer will be followed by the merger of American Freightways with and into FDX, Inc. As a result of the merger, American Freightways will become a wholly owned subsidiary of FedEx. In the merger, each share of American Freightways common stock (other than shares owned by FedEx or any of its subsidiaries or by American Freightways as treasury stock, all of which will be canceled, and other than shares that are held by shareholders, if any, who properly exercise their dissenters' rights under Arkansas law) will be converted into that number of shares of common stock of FedEx determined by dividing $28.13 by the average closing price per share of FedEx common stock for a defined period of trading days prior to the closing of the merger. The merger is subject to the satisfaction of certain conditions, including the approval of American Freightways shareholders. It is anticipated that the merger will be completed on or about February 9, 2001. With annual revenues of $19 billion, FedEx is the premier global provider of transportation, logistics, e-commerce and supply chain management services. The company offers integrated business solutions through a network of subsidiaries operating independently, including FedEx Express, the world's largest express transportation company; FedEx Ground, North America's second largest provider of small-package ground delivery service; FedEx Logistics, an integrated logistics, technology and transportation-solutions company; FedEx Custom Critical, the world's largest provider of expedited, time-critical shipments; and FedEx Trade Networks, a provider of customs brokerage, consulting, information technology and trade facilitation solutions. More than 2.5 million customers are connected electronically through the FedEx information network and approximately two-thirds of its U.S. domestic transactions are now handled online. Contact: FedEx Corp., Memphis Media Contact: Shirlee M. Clark, 901/818-7463 or Investor Contact: J. H. Clippard Jr., 901/818-7468 -----END PRIVACY-ENHANCED MESSAGE-----