-----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, AJK+UYIQ22apeML18nNfFyEWqZR0GwMUOSLvMLG62YUARJOZcOMuDEOcPO4LR6do y4c0W6J4QP5kROSCV6UUdg== 0000950130-00-006426.txt : 20001204 0000950130-00-006426.hdr.sgml : 20001204 ACCESSION NUMBER: 0000950130-00-006426 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001201 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 14D9/A SEC ACT: SEC FILE NUMBER: 005-40826 FILM NUMBER: 782496 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: 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 14D9/A 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 SC 14D9/A 1 0001.txt AMENDMENT #2 TO SCHEDULE 14D9 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- SCHEDULE 14D-9/A Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 American Freightways Corporation (Name of Subject Company) American Freightways Corporation (Names of Persons Filing Statement) Common Stock Par Value $.01 (Title of Class of Securities) ---------------- 02629V108 (CUSIP Number of Class of Securities) Frank Conner American Freightways Corporation 2200 Forward Drive Harrison, AR 72601 870-741-9000 (Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of the persons filing statement) Copies to: Jeffrey J. Gearhart Goodloe M. Partee Holly L. Larkin Kutak Rock LLP 425 West Capitol Avenue Suite 1100 Little Rock, AR 72201 501-975-3000 [_] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- AMENDMENT NO. 2 TO SCHEDULE 14D-9 This Amendment No. 2 to the Solicitation/Recommendation Statement on Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 originally filed with the Securities and Exchange Commission on November 20, 2000 (as subsequently amended, the "Schedule 14D- 9") relating to an offer by FedEx Corporation, a Delaware corporation ("Parent"), and FDX, Inc., a Delaware corporation 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, 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 (the "Offer to Purchase"), and in the related Letter of Transmittal. Copies of the Offer to Purchase and the Letter of Transmittal were filed as Exhibits (a)(1) and (a)(2), respectively, to the Schedule 14D-9. Capitalized terms used and not defined herein shall have the meanings set forth in the Schedule 14D-9. Item 9. Exhibits. Item 9 of the Schedule 14D-9 is hereby amended and supplemented by the addition of the following exhibit:
Exhibit No. Description ------- ----------- (a)(6) Memorandum dated December 1, 2000, from Will Garrison, Chief Operating Officer of American Freightways Corporation, to employee shareholders.
2 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. American Freightways Corporation /S/ F. S. (Sheridan) Garrison By: _________________________________ F. S. (Sheridan) Garrison Chairman Dated: December 1, 2000 3 Exhibit Index
Exhibit No. Description ------- ----------- (a)(1) Offer to Purchase, dated November 20, 2000 (incorporated by reference to Exhibit (a)(1) to the Schedule TO filed by Purchaser on November 20, 2000). (a)(2) Form of Letter of Transmittal (incorporated by reference to Exhibit (a)(2) to the Schedule TO filed by Purchaser on November 20, 2000). (a)(3) Letter to holders of American Freightways Corporation common stock, dated November 20, 2000 (included with Schedule 14D-9 mailed to shareholders).* (a)(4) Fairness Opinion of Credit Suisse First Boston Corporation, dated November 12, 2000 (included as Annex II).* (a)(5) Joint Press Release of American Freightways Corporation and FedEx Corporation, dated November 13, 2000 (incorporated by reference to Exhibit (a)(99) to the Company's Form 10-Q for the period ended September 30, 2000, filed by the Company on November 14, 2000). (a)(6) Memorandum dated December 1, 2000, from Will Garrison, Chief Operating Officer of American Freightways Corporation, to employee shareholders. (e)(1) Agreement and Plan of Merger, dated as of November 12, 2000, among FDX Inc., FedEx Corporation (incorporated by reference to Exhibit (a)(2) to the Company's Form 10-Q for the period ended September 30, 2000, filed by the Company on November 14, 2000). (e)(2) Irrevocable Proxy and Voting Agreement, dated as of November 12, 2000, among FDX Inc., FedEx Corporation and certain shareholders of American Freightways Corporation.* (e)(3) Form of Employment Agreement.* (e)(4) First Amendment to the First Amended and Restated Rights Agreement, dated November 12, 2000, among American Freightways Corporation and EquiServe Trust Company, N.A.* (e)(5) Information Statement of the Company (included as Annex I).*
- -------- *Filed with the Schedule 14D-9 on November 20, 2000. 4 EX-99.(A)(6) 2 0002.txt MEMO FROM WILL GARRISON TO EMPLOYEE SHAREHOLDERS Exhibit (a)(6) POST 12/01/00 TENDER PROCEDURE To: All AF Associate Stock Owners From: Will Garrison-COO Subject: FedEx Tender Procedures If you are a current AF stockholder, you recently received a packet from FedEx Corporation with an offer to purchase American Freightways shares of common stock you own at $28.13 in cash. There have been several questions about these documents, so we want to take this opportunity to give you a "snapshot" of what is being asked of you, and your choices. This summary is not intended to replace the formal documents that have been provided to you and you should read those documents carefully and in their entirety. Also, as always, we would encourage each of you to seek your own financial and or tax counseling prior to making your choices. This document, POST or email communication, is in no way a solicitation of action, or to be considered as financial advice. First of all as a stockholder, or "shareholder", you fall into one of two categories: 1. Shareholder of record - You are listed as the direct owner of the stock in AF's records. In this case, you will likely have the physical stock certificate document in your possession. 2. Shareholder in street name - You own the stock, but you hold it through a brokerage or investment firm. In either case, you own the stock. In your packet you received an offer to purchase from FedEx, solicitation / recommendation statement from AF and "Blue" - "Green" - & "Yellow" color documents. If you are not planning to convert your stock to "cash" and want it to roll over into FedEx stock (to be explained below) you do nothing. Don't fill out anything. However, if you want to tender your stock for $28.13 per share in cash, you should do one of the three things listed below: [ ] Shareholder of Record = Have "physical" stock certificate in hand or if you have lost your certificate. Read the instructions on the "Blue" form and complete. [ ] Shareholder of Record = Your name is directly attached to the ownership, but the certificates are being held by another firm or entity. You should use the "Green" form to "Guarantee" delivery of the shares. [ ] Shareholder in street name = You should wait for your brokerage or investment company to send you the "Yellow" form, at which time you can instruct them if you wish to tender any or all of your shares for cash. Some things to consider if you are selling during this process for "cash": [ ] Price is locked in at $28.13. [ ] The FedEx offer is scheduled to expire at 12:00 Midnight on December 21, 2000, unless it is extended as described in the Offer to Purchase. If you do not properly tender before that date you will not receive cash for your AF shares. [ ] Just because you tender all of your shares for cash, doesn't mean you will receive all of the payment for such shares in cash. FedEx has only offered to purchase 50.1% of our outstanding shares for cash. Therefore, if more than 50.1% of our outstanding shares are tendered, FedEx will pro rate the cash paid based upon the actual number of shares tendered. The excess AF shares tendered would be exchanged for FedEx stock. [ ] FedEx's offer is subject to certain conditions, the most significant of which is that at least 50.1% of AF's outstanding shares be validly tendered before the expiration date. [ ] If share(s) have been held for more than one year, the gain you recognize on the sale is subject to federal capital gains tax and state capital gains tax (if applicable to your state). [ ] If share(s) have been held for less than one year, the gain will be subject to ordinary income tax (federal , state, and/or local tax as applicable). [ ] There is no brokerage fee. Some things to consider if you do not tender your stock for "cash": [ ] You can sell on the open market before the effective date of the merger. If you do this, you will be trading at the open market price and will be subject to any applicable brokerage or transaction fees. [ ] You can keep your AF stock and it will be converted to FedEx stock in the merger, which (assuming the tender offer is completed) we expect to occur in February 2001. In the merger, AF will be merged with a subsidiary of FedEx and as a result will become a wholly owned subsidiary of FedEx. What will happen if your AF stock is converted into FedEx stock in the merger?: [ ] Each of your shares of AF stock will be converted into shares of FedEx stock having a value of $28.13. [ ] The actual number of FedEx shares you will receive will be based on the average price of FedEx stock during a specified period prior to the merger date and has not yet been determined. [ ] There will not be brokerage fees assessed. [ ] It is the opinion of legal counsel that if you receive FedEx stock in the merger in exchange for your AF stock you will not recognize gain or loss for tax purposes on the exchange; however, to the extent you receive both cash (in the tender) and stock in the merger, you will recognize gain or loss for tax purposes to the extent of the cash received. If you are an AF Shareholder, this is a great opportunity for you. If you have additional questions, you can use the following methods: U.S. Mail: AF - FedEx Stock Question - P.O. Box 840 - Harrison, AR. 72602 Truck Mail - John Sherman FedEx - HRO Telephone: InTouch - 1-800-835-5870 - Provide your question - Your name - Your location - Telephone Number - Street Address Email: - John.Sherman@af.com ------------------- Additional information will be sent based upon common questions received. Thanks - Will Garrison ALL AF STOCKHOLDERS SHOULD READ THE TENDER OFFER STATEMENT CONCERNING THE TENDER OFFER FOR SHARES OF AF COMMON STOCK FILED BY FEDEX CORPORATION WITH THE SEC AND MAILED TO AF STOCKHOLDERS. THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) CONTAIN IMPORTANT INFORMATION THAT AF STOCKHOLDERS SHOULD READ CAREFULLY BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. AF stockholders may obtain the tender offer statement, as well as other filings containing information about FedEx Corporation and AF, without charge, at the SEC's Internet site (http://www.sec.gov). In addition, copies of the tender offer statement and ------------------ other documents filed with the SEC by FedEx Corporation may be obtained for free from FedEx by directing a request to FedEx Corporation, 942 S. Shady Grove Road, Memphis, Tennessee 38120, Attention: Investor Relations, telephone: (901) 818-7200. ALL AF STOCKHOLDERS SHOULD READ THE PROXY STATEMENT/ PROSPECTUS CONCERNING THE MERGER AND RELATED TRANSACTIONS THAT WILL BE FILED WITH THE SEC AND MAILED TO AF STOCKHOLDERS. THE PROXY STATEMENT/ PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION THAT AF STOCKHOLDERS SHOULD READ CAREFULLY BEFORE MAKING ANY DECISION REGARDING THE MERGER AND RELATED TRANSACTIONS. AF stockholders will be able to obtain the proxy statement/prospectus, as well as other filings containing information about FedEx Corporation and AF without charge, at the SEC's Internet site (http://www.sec.gov). In addition, the proxy statement/prospectus and other ------------------ documents filed with the SEC by AF may be obtained for free from American Freightways Corporation, 2200 Forward Drive, Harrison, Arkansas 72601, Attention: Investor Relations, telephone: (870) 741-9000. AF and FedEx and their officers and directors may be deemed to be participating in the solicitation of proxies from AF's stockholders with respect to the merger and related transactions. Information regarding the officers and directors of FedEx is included in the FedEx Proxy Statement for its 2000 Annual Meeting of Stockholders filed with the SEC on August 14, 2000. Information regarding the officers and directors of AF is included the AF Proxy Statement for its 2000 Annual Meeting of Stockholders filed with the SEC on March 11, 2000. These documents are available free of charge at the SEC's Internet site (http://www.sec.gov) or by contacting FedEx or AF at the addresses set forth ------------------ above. -----END PRIVACY-ENHANCED MESSAGE-----