SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
January 27, 1998
Date of Report (Date of earliest event reported)
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FDX CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 333-39483 62-1721435
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
2005 Corporate Avenue
Memphis, TN 38132
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (901) 396-3600
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Item 2. Acquisition or Disposition of Assets.
Item 5. Other Events.
On January 27, 1998, the previously announced transaction contemplated by the
Agreement and Plan of Merger dated as of October 5, 1997, among Federal Express
Corporation ("FedEx"), Caliber System, Inc. ("Caliber"), FDX Corporation (the
"Registrant"), Fast Merger Sub Inc. and Tires Merger Sub Inc. was completed. In
that transaction, a subsidiary of the Registrant merged with FedEx, and Caliber
merged with a subsidiary of the Registrant. As a result, both FedEx and Caliber
became wholly-owned subsidiaries of the Registrant. Shareholders of Caliber will
receive 0.8 shares of common stock of the Registrant in the merger. A copy of
the Registrant's press release dated January 28, 1998 announcing consummation of
the transaction is attached hereto as Exhibit 20.1 and incorporated herein by
reference.
Pursuant to Section 12g-3(a) of the General Rules and Regulation under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), shares of common
stock of the Registrant, as a successor issuer to FedEx, will be deemed
registered for the purposes of Section 12(b) of the 1934 Act.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of the Business Acquired.
Previously filed by Caliber System, Inc. as a part of its Annual Report on
Form 10-K for the year ended December 31, 1996 and Quarterly Reports on
Form 10-Q for the quarters ended March 29, 1997, June 21, 1997 and
September 3, 1997 and incorporated herein by reference.
(b) Pro Forma Financial Statements.
Previously filed by Registrant as a part of its Registration Statement on
Form S-4, No. 333-39483, filed with the Commission on December 10, 1997
(the "Form S-4") and incorporated herein by reference.
(c) Exhibits.
2.1 Agreement and Plan of Merger (the "Agreement") dated as of
October 5, 1997 among the Registrant, Federal Express
Corporation, Caliber System, Inc. Fast Merger Sub Inc. and Tires
Merger Sub Inc. (previously filed as an exhibit to the Form S-4)
2.2 Amendment No. 1 to the Agreement dated as of January 21, 1998
20.1 Press Release dated January 28, 1998
23.1 Consent of Ernst & Young LLP
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
FDX CORPORATION
By: /s/ Kenneth R. Masterson
--------------------------------
Kenneth R. Masterson
Executive Vice President, General
Counsel and Secretary
Date: February 2, 1998
<PAGE>
EXHIBIT INDEX
2.2 Amendment No. 1 dated as of January 21, 1998 to the Agreement and Plan
of Merger
20.1 Press Release dated January 28, 1998
23.1 Consent of Ernst & Young LLP
<PAGE>
Exhibit 2.2
AMENDMENT
AMENDMENT NO. 1 dated as of January 21, 1998 (this "Amendment") to the
Agreement and Plan of Merger dated as of October 5, 1997 (the "Agreement") among
Federal Express Corporation ("Buyer"), Caliber System, Inc. (the "Company"), FDX
Corporation (formerly known as Fast Holding Inc.) ("Parent"), Fast Merger Sub
Inc. and Tires Merger Sub Inc.
W I T N E S S E T H
WHEREAS, pursuant to Section 10.03 of the Agreement, the Agreement may
be amended by the Company, Buyer and Parent; and
WHEREAS, the parties desire to amend the Agreement in the manner set
forth below;
NOW, THEREFORE, the parties hereto agree as follows:
1. Section 1.05 of the Agreement is hereby amended and restated to read
in its entirety as follows:
"SECTION 1.05. The Merger Date. As soon as practicable (but in
no event more than two business days) after the satisfaction or, to the
extent permitted hereunder or under applicable law, waiver of all
conditions to each of the Mergers, (a) the Company shall file the
certificate of merger required to effect the Tires Sub Merger (the
"Company Certificate of Merger") with the Ohio Secretary of State and
make all other filings or recordings required by the Ohio Law in
connection with the Tires Sub Merger, (b) Buyer shall file a copy of
this Agreement with the Delaware Secretary of State and make all other
filings or recordings required by the Delaware Law in connection with
the Buyer Sub Merger, and (c) the Mergers shall become effective as of
5 p.m., Eastern Standard Time on the date on which the filings
contemplated by clauses (a) and (b) hereof shall be made, it being
understood that the Buyer Sub Merger shall become effective immediately
prior to the Tires Sub Merger in accordance with the terms of such
Company Certificate of Merger and this Agreement (such time and date
are referred to as the "Merger Date"). Notwithstanding the first
sentence of this Section 1.05, the Merger Date shall occur no earlier
than ten days after the date on which the shareholders of the Company
shall have approved the Tires Sub Merger and, in any event, no earlier
than January 2, 1998."
2. Section 2.01(b) of the Agreement is hereby amended and restated to
read in its entirety as follows:
"(b) The certificate of incorporation of Buyer in effect
immediately prior to the Merger Date shall be amended in the Buyer Sub
Merger as of the Merger Date as set forth in Annex A hereto, and as so
amended, shall be the certificate of incorporation of the Buyer
Surviving Corporation. The bylaws of Buyer in effect immediately prior
to the Merger Date shall be the bylaws of the Buyer Surviving
Corporation. The Buyer Surviving Corporation shall succeed to all of
the rights, privileges, powers and franchises, of a public as well as
of a private nature, of Buyer and Buyer Merger Sub, all of the
properties and assets of and all of the debts of Buyer and Buyer Merger
Sub, choses in action and other interests due or belonging to Buyer and
Buyer for, all of the debts, liabilities and duties of Buyer and Buyer
Merger Sub with the effect set forth in the Delaware Law."
3. This Amendment shall be construed in accordance with and governed by
the laws of the State of Delaware (without regard to principles of conflicts of
law).
4. Unless otherwise specifically defined herein, each term used herein
which is defined in the Agreement shall have the meaning assigned to such term
in the Agreement as amended by this Amendment. Each reference to "this
Agreement" and each other similar reference contained in the Agreement shall
from and after the date hereof refer to the Agreement as amended by this
Amendment.
5. This Amendment may be executed in any number of counterparts, each
of which shall constitute a single instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
FEDERAL EXPRESS CORPORATION
By: /s/ Kenneth R. Masterson
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Name: Kenneth R. Masterson
Title: Executive Vice President, General
Counsel and Secretary
FDX CORPORATION
By: /s/ Scott E. Hansen
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Name: Scott E. Hansen
Title: Vice President
FAST MERGER SUB INC.
By: /s/ Scott E. Hansen
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Name: Scott E. Hansen
Title: Vice President
TIRES MERGER SUB INC.
By: /s/ Scott E. Hansen
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Name: Scott E. Hansen
Title: Vice President
CALIBER SYSTEM, INC.
By: /s/ Daniel J. Sullivan
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Name: Daniel J. Sullivan
Title: Chairman, President and Chief
Executive Officer
ANNEX A
AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
FEDERAL EXPRESS CORPORATION
* * * * *
As of the Merger Date, the Certificate of Incorporation of Federal
Express Corporation shall be amended as follows:
1. The first paragraph of ARTICLE FOURTH is hereby amended and restated
to read in its entirety as follows:
"ARTICLE FOURTH: The total number of shares of all classes of
stock which the Corporation shall have the authority to issue is 2,000
shares consisting of 1,000 shares of Series Preferred Stock, no par
value (herein called the "Series Preferred Stock"), and 1,000 shares of
Common Stock, par value $0.10 per share (herein called the "Common
Stock")."
2. A new ARTICLE FOURTEENTH is hereby added to read in its entirety:
"ARTICLE FOURTEENTH: Any act or transaction by or involving
the Corporation that requires for its adoption under Chapter 251 of the
General Corporation Law of the State of Delaware or this certificate of
incorporation the approval of the stockholders of the Corporation
shall, pursuant to Section 251(g) of the General Corporation Law of the
State of Delaware, require, in addition, the approval of the
stockholders of FDX Corporation (or any successor by merger), by the
same vote as is required by Chapter 251 of the General Corporation Law
of the State of Delaware and/or by this certificate of incorporation."
Except as provided above, the Certificate of Incorporation of Federal
Express Corporation shall remain in full force and effect.
Exhibit 20.1
Contacts: Greg Rossiter (901) 395-4440
Shirlee Clark (901) 395-3463
FEDERAL EXPRESS CREATES NEW TRANSPORTATION
POWERHOUSE
FedEx Completes Acquisition of Caliber System, Inc.
FDX Stock Begins Trading Today
New York (Jan. 28, 1998) -- Trading begins this morning in shares of
FDX Corp. (NYSE: FDX), the new holding company comprising Federal Express Corp.
(FedEx) and Caliber System, Inc., following yesterday's consummation of the
transaction. FDX Corp., a $15 billion global transportation and logistics
powerhouse, will offer a broad portfolio of services at a level of excellence
unmatched by the competition. FDX companies' goal is to align their services
through an automated "single point of access" for customers, using the most
advanced technology systems in the industry.
"FDX Corp. will have an immense impact on the future of the
transportation industry by setting a new direction for the way goods and
services will be delivered," said FDX Corp. Chairman, President and CEO
Frederick W. Smith. "Customers increasingly demand a complete, seamless solution
to supply chain management needs on a global basis, and the FDX companies will
be able to offer it," Smith added.
The world's leader in express shipping, FedEx, has joined with the
Caliber System companies, recognized for their expertise in business-to-business
ground transportation, logistics and distribution solutions. "This is a strong
complementary fit; the whole can become greater than the sum of its parts,"
added Smith.
A bright future
The creation of FDX Corp. comes at an opportune time for the new
shipping giant. With trends like "just-in-time" delivery, accelerated global
sourcing and selling, and explosive growth in Internet-based commerce, FDX Corp.
is uniquely positioned to capitalize on these developments.
The Colography Group, a leading research and consulting company,
projects that expedited cargo revenue will climb to $134 billion by 2007, nearly
doubling the 1997 total of $69.6 billion. Key findings taken from The Colography
Group's recent survey of 100,000 shippers reveal that:
o Explosive demand for high-value items such as personal
computers, electronics and telecommunications equipment
requires the use of high-speed, premium transportation to cut
massive inventory costs and to accelerate product deliveries
to consumers. Proof of this is that inventory costs, when
measured as a relative percentage of total distribution costs,
have nearly doubled over the last 20 years.
o Fast, time-definite services also give companies more
flexibility in managing their manufacturing and distribution
programs, which reduces the risk of overproducing and having
to divert excess products to warehouses.
A new brand of leadership
Today's business leaders are looking for a transportation company that
offers: speed and reliability to serve markets locally and globally; advanced
information systems that automate and streamline the supply chain; and logistics
and electronic solutions that bring results to the bottom line.
FDX companies' goal is to provide such services to customers through an
automated "single point of access" by aligning the most advanced shipping
automation and electronic commerce technologies in the industry. The sales
forces and marketing arms of each company will collaborate to offer customers
diverse solutions.
Starting today, via the Internet, customers can track the status of
either FedEx or RPS packages through both companies' Web sites. Later this year,
customers can look forward to the rollout of a newly developed FDX automated
shipping device with enhanced access and functionality covering the full range
of services provided by FedEx and RPS.
All six FDX companies will be operated and managed independently with a
shared vision of providing cost-effective, reliable and innovative shipping and
logistics solutions. "We've been studying the express and routine transportation
markets for 25 years, and I'm convinced that they are distinctly different, each
requiring complete focus and dedicated expertise to maximize productivity,
customer service and cost-competitiveness," added Smith.
* * *
FDX CORP. FACT SHEET
FDX Corp. and its network of six principal independent operating
companies include:
o The largest and most powerful express network in the world
(FedEx);
o The second largest business-to-business small package ground
service in North America (RPS, Inc.);
o The largest surface expedited service in the world (Roberts
Express, Inc.);
o The leading LTL carrier in the western United States (Viking
Freight, Inc.); and
o Innovative logistics and warehouse management, order fulfill-
ment firms (Caliber Logistics, Inc. and Caliber Technology,
Inc.).
Executive Appointments
Frederick W. Smith will serve as Chairman, President and CEO of the new
holding company. Joining him at FDX Corp. are:
o Alan B. Graf, Jr., Executive Vice President and CFO;
o Kenneth R. Masterson, Executive Vice President, General Counsel
and Secretary;
o T. Michael Glenn, Executive Vice President, Market Development
and Corporate Communications;
o Dennis H. Jones, Executive Vice President and CIO;
o Joseph C. McCarty, Corporate Vice President and Chief
Administrative Officer.
At FedEx, Theodore L. Weise, a 25-year veteran of the company, has been
named President and Chief Executive Officer. Daniel J. Sullivan becomes
President and Chief Executive Officer of RPS. At other operating companies, the
following Presidents have been named: Roberts Express, R. Bruce Simpson;
Caliber Logistics, Thomas I. Escott; Caliber Technology, Gerald A. Long; and
Viking Freight, Rodger G. Marticke.
The Transaction
Shareholders of both companies have approved this transaction. Shares
of Federal Express stock will be automatically converted into shares of FDX
Corp. on a share-for-share basis. Caliber shareholders receive 0.8 shares of FDX
Corp. stock in exchange for each share of Caliber stock they own. The
competition approval process has been completed on both a domestic and
international level.
FDX Corp. derives all of its revenues from its principal operating
companies. FDX companies combined employ approximately 170,000 people.
The FDX Companies
FedEx invented express distribution 25 years ago and remains the
industry's global leader, providing rapid, reliable, time-definite delivery for
more than 211 countries, connecting markets that comprise 90 percent of the
world's gross domestic product. Unmatched air-route authorities and
transportation infrastructure make FedEx the world's largest express
transportation company, that handles nearly 3 million shipments each business
day.
RPS, Inc. is North America's second-largest provider of
business-to-business ground small-package delivery services. RPS also provides
service to Puerto Rico and 28 European countries. Like FedEx, RPS is a pioneer
in applying advanced information technology to meet customer information needs.
Roberts Express, Inc., the world's largest surface expedited carrier,
offers nonstop, time-specific door-to-door delivery (with a guarantee) of
time-critical and special-handling shipments within the U.S., Canada and Europe.
In keeping with the core competencies of FDX, Roberts' point-to-point surface
and air-charter delivery solutions are driven by sophisticated and proprietary
shipment-control technology.
Viking Freight, Inc. is the leading regional freight carrier in the
western United States, offering premium next- and second-day less than truckload
freight service to 11 states, along with direct steamship service to Alaska and
Hawaii.
Caliber Logistics, Inc. & Caliber Technology, Inc. design, develop and
apply integrated logistics and technology solutions that provide a competitive
edge for customers worldwide. Services include transportation management,
dedicated contract carriage, intermodal transportation, dedicated and shared
warehousing, order fulfillment and value-added services such as kitting,
subassembly and returnable containers management.
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Current Report on Form 8-K
of FDX Corporation dated February 2, 1998 of our report dated January 23, 1997
(except Note K, as to which the date is March 27, 1997), with respect to the
consolidated financial statements and schedule of Caliber System, Inc. included
in its Annual Report (Form 10-K) for the year ended December 31, 1996, filed
with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Akron, Ohio
January 30, 1998
